My Little Pony-Quest of Disharmony
by DR Jackman
Summary: After a miraculous event at the Summer Sun Celebration, curtsy of Twilight, an evil from ancient Equastria, a being named Undern Slate, awakens from 5,000 years of slumber and begins his quest to conquer all of Equastria, with the help of some old foes from the past and his dark relics; the Elements of Disharmony. Rest of summary inside.
1. Part 1: Prologue: Summer Sun's Explosion

**My Little Pony-Quest of Disharmony**

**After a miraculous event at the Summer Sun Celebration, curtsy of Twilight, an evil from ancient Equastria, a being named Undern Slate, awakens from 5,000 years of slumber and begins his quest to conquer all of Equastria, with the help of some old foes from the past and his dark relics; the Elements of Disharmony. To stop this dire threat, the Mane 6 journey to ancient areas of Equastria to uncover the only objects that can stop the newly revived evil. Will they succeed or will Undern rule all with an iron fist…. Sorry, tentacle?**

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><p><span><strong>Part 1: Prologue: Summer Sun's Explosion! The Awakening of Disharmony!<strong>

"Did we practice the stunt more than once?"

"Yep."

"Did I get my crown polished before lunch?"

"Yep."

"Did we go over the list three times?"

"Twilight, relax. We've done just about everything on this list."

Today was the day of the Summer Sun Celebration, and Princess Twilight Sparkle and her assistant dragon Spike, were busy going over the check list of things Twilight had to do for the celebration.

The other day, Princess Celestia had given Twilight the honour of performing a special flight routine to mark the occasion, to which she had confidence her faithful student could accomplish.

Twilight's reaction, however, was one of shock, surprise, and worry. She immediately returned to her room in Canterlot and began writing a list of things she thought she would need to do before the event. The next morning, both she and Spike began going through the list; which involved getting her crown polished, going through the routine until she got it perfectly right, checking up on her friends and the other ponies to see if they were doing their job well and on time, and a few other things.

As far as the celebration was concerned, everyone was doing their job well; Applejack and her family were busy preparing the snacks and beverages for the celebration, Fluttershy was rehearsing with the birds for the music, Pinkie Pie was going berserk trying to get everything together for the after celebration party, Rarity was helping the other ponies with getting the halls to the castle and the outside looking ready for the celebration, and Rainbow Dash was making sure the skies were clear for the celebration with the other pegesi, as well as helping Twilight with her routine, although she became quite annoyed every time Twilight missed something important or crashed into the ground.

After checking on the preparations and making sure the other things were done, Twilight then left for her room with Spike to double check they didn't miss anything on the list, as well as doing some last minute tidying up before the celebration.

Right now, the Princess of Magic and her dragon assistant had finished going through the list, and were now getting ready for the celebration; Twilight was looking in the mirror to make sure she looked nice for her part, while Spike was resting his aching claw from holding the quill and paper for so long.

Twilight brushed back a bit of mane which she missed, and checked the mirror to see how she looked. She sighed when she saw there wasn't a flaw on her. Then a bit of her mane stood up, which caused her to squeal in shock and quickly licked her hoof and tried to brush it back down, quite frantically like she had a serious itch.

Spike took note of this and rolled his eyes and groaned in annoyance. Once again, Twilight was over worried than she should be which would get in trouble or hurt, again. So he decided it would be best to reassure her, so she could stop being so frantic.

"Twilight, no one's going to be focused on your appearance. They're only going to be more focused on your performance."

"I can't take chance, Spike." Twilight said, without looking away from the mirror as she continued to brush down her mane. "Celestia gave me this very important task, on this very important day. If ended up failing or embarrassing myself…"

"Like tha'll happen."

Twilight and Spike turned towards the voice, which belonged to their friend Applejack, who walked in with Fluttershy, Rarity, Rainbow Dash, and Pinkie Pie. Twilight was more than happy to see her friends, as she left her post at the mirror and walked up to meet her friends, with Spike not that far behind.

"Girls! I'm glad you to see." Twilight said, as she joined her friends. However, she was quite confused by their sudden appearance, shouldn't they be tending to the celebration. Having this thought in mind, she decided to ask. "But shouldn't all of you be helping with the celebration?"

"Well… we're doing pretty well, and, um, thought we take a break to come see you." Fluttershy said, do it was a little quiet so it was a little difficult to hear fully.

"Yeah, you looked so nervous during your little 'inspection', we figured you be fussing over the whole thing. Heck, by the way you flying and crashing during training, I'd say you were begging me to take your place in the celebration." Rainbow Dash boasted, mostly out of good nature than mocking.

"We were quite worried about you, dear. So we thought it would be a good idea to wish you luck and give you a little confidence before your big performance." Rarity said reassuringly.

"Yeah, after this, we're back to the castle in Ponyville for a 'Happy After Summer Sun Celebration', with cakes, candy, balloons, ribbons, and the whole enchilada!" Pinkie Pie exclaimed while jumping around Twilight excitedly.

Twilight smiled and rolled her eyes at the typical Pinkie party attitude.

"Seriously though, yer goin' b' fine, sugacube." Applejack said, resting a hoof over her friend's shoulder, "Yer did good last year, an' ah reckon yer goin' t' 'wow' em th's year also."

Twilight blushed in embarrassment at the praise. She had been praised before because of her talents with magic, but she still found it strange and embarrassing.

"Yeah, relax Twilight." Rainbow Dash reassured, nudging her friend's side with her front hoof. "Like AJ said, you're going to 'wow' again this year like last time."

"And will be there to support you, so you won't have to worry if something goes wrong." Rarity said.

"Yeah, but it's very unlikely that you will because you're so well organised, you hardly forget anything, and you practice, practice, practice more times than any pony in Ponyville, and it's painfully obvious when you are stressed out about something because-" Before Pinkie could continue on with her rambling, Applejack stuck an apple she had been carrying in her mouth to keep her quiet.

"We get the idea, Pinkie." Applejack simply said.

After giving Pinkie weird glances, Fluttershy looked back and Twilight. "Like Rarity said, Twilight, we'll be there to cheer you up if you get stressed on anything, ok?"

Twilight smiled and nodded at her friends' loyalty and trust. "Thanks girls, I needed this talk."

The mares smiled and were happy that their friend was now reassured. Rarity turned to the clock on the wall and gasped as she noticed that it was almost time for the celebration to start.

"We better a move on, ladies. The celebration is going to start in short while." Rarity said to the others.

They turned to the clock on the wall and also took notice of the time, realising that she was right.

"Well, we better get on down there, before they start the celebration wit'out us." Applejack said. The other ponies nodded as they turned to leave; Rainbow flying out, while the others trotted out.

"Ghod lerk Twiflght." Said Pinkie Pie, while munching on the apple still stuffed in her mouth before disappearing through the door.

Twilight was quite sad that her friends were gone, but she felt happy and reassured knowing that they would be watching and helping her from the crowd, and she wasn't going to disappoint them.

Sensing Twilight's confidence, Spike smiled and asked "Want to go over the routine one last time?"

Twilight turned to her assistant with a determined smile. "Let's."

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><p>The silence of the night was filled with whispers a mumbling as garden outside the palace was packed, as ponies from Canerlot, Ponyville, and all the other areas surrounding it were crammed into the open garden facing towards the platform ahead; on the left was a pole holding the symbol of the sun, and on the right was one holding the symbol of the moon, where Princess Luna would lower the moon and Princess Celestia would raise the sun. Everypony was looking forward to the spectacle that was said to be presented this year by Princess Twilight.<p>

In the centre of the crowd, five mares and a baby dragon, who was sitting on the back of a yellow pegasus, were anxiously waiting for the event to start, the pink and marshmallow haired one jumping slightly in anticipation, much to the annoyance of the ponies behind her, who couldn't see the stand because of the pink pony's jumping form.

The white, purple mane and tailed unicorn saw this and tried to get her friend to relax. "Pinkie Pie, dear, we know you're just as excited about the event as we are, but perhaps you should calm down a little."

Pinkie continued to jump rapidly. "I can't help it, Rarity. I know we've seen the celebration more than once, and the part with Luna lowering the moon, oh, and the time last year when Twilight did that super 'VROOM' and 'FLASH' thing, but the Princess said this year was going to be even more SPECTACULAR than the other years. I still don't what 'spectacular' means, but I can tell it's going to be even more super-duper cool this year too!"

Rainbow rolled her eyes at the typical hyper pony's energetic mood and explanation, while Applejack giggled at her friend's enthusiasm.

"We understand yer mood, sugarcube. But ah think it be best if ya simma down tad so the rest of the folks behind ya can see." Applejack explained.

"Oh, ok." Pinkie said, as she stopped her jumping, her eyes turning back to platform out in front.

Behind the stage, Twilight sneaked a quick peak at the crowd and sweated upon seeing the large number of eyes that were directed in the stages' direction. All the nervousness and doubt she had a while ago had come back to her in the form of a lump in her throat, which she tried to swallow.

She ducked back down behind the stage, and quickly said to herself "Keepittogether, keepittogether, keepittogether," over and over again, like a chant that would somehow help her out.

"Quite a crowd, isn't it?"

Twilight's eyes widened and she immediately stopped chanting as she turned to the voice that belonged to her former mentor, who was making her way to the stages with her sister, the Princess of the night, Luna beside her.

"Princess Celestia! And Luna!" Twilight quickly stood up and bowed slightly to the approaching Princesses.

"Come now, Twilight Sparkle," Luna said with a friendly amused smile on her face, "There is no need to act so formal around fellow Princesses."

"Sorry." Twilight quickly said as she got up and sat on her hunches, blushing slightly at how she forgot she was also a princess.

Celestia chuckled at her former student's embarrassment. "It is always good to see you, Twilight Sparkle. I hope you are ready for your part in the celebration."

Twilight was instantly reminded about the large crowd in front of the stages and the nervousness she previously had. She turned her head back to the crowd, and then her eyes to the ground.

"Well, I…I…" she just couldn't bring herself to say it.

The Princesses could tell she was nervous and scared. Celestia then rested a hoof on her shoulder, bringing the young Princess' gaze to the older one's eyes.

"We can tell you are trouble, my young friend, and I know that the rumours that have been spread have not been of any help. But rest assured that I know you'll do just fine." Celestia said, imparting her reassuring words to her young friend.

Twilight was silent at first, taking in what the princess just said, before she was finally able to find her voice again. "You… you mean it?"

Celestia smiled at the young Princess. "Of course. You've done more than this before, and I know you can do it."

Luna then walked up to the pair and gave her own words of encouragement. "You've certainly proven your skills as a princess on many occasions. I too, have no doubt in your abilities."

Twilight looked at both princesses and could see that what both of them said were true. The nervousness and the lump in her throat seemed to shrink slightly at the words of encouragement.

Steeling herself and getting up off the floor, she took a deep breath and then exhaled. "Ok, I'm ready."

The princesses nodded and smiled in compliance.

"That's good to hear." Celestia said, before she began to work to her place on the stage. "Now come, let us commence."

Luna soon followed but stopped and turned back to Twilight. The young princess looked up at the older one in confusion. Luna then lowered her head to Twilight's ear and whispered "Try to remember all the good times and dig deep, that might help."

After giving the Princess of Friendship some friendly advice, she then made her way to her side of the stage.

Everyone became silent as the Princesses stood on the stage, in front of all their subjects. Turning their heads to face each other, they gave a nod as a sign that they were ready. Luna was the first as she gracefully floated up to the moon symbol, her hoofs raised and slowly lowering themselves; the moon in the high sky following her command as it began to slowly sink from its position in the night sky.

Back behind the stage, Twilight stretched out her wings and prepared herself for her part of the ceremony. She then closed her eyes and began to concentrate, as well as taking Luna's advice.

'Remember the good times and dig deep.' She thought to herself, as she remembered meeting her friends, stopping Nightmare Moon, and all the other misadventures she's had since then. Magic began to build up in her horn, which began to glow with a light purple aura.

Back on the stage, Celestia then floated to her sun symbol with her hoofs lowered and then began to slowly bring them up; just on the horizon, everypony could see the blazing brilliance of sun rising from the ground at the sun Princess' command, filling the black, star covered sky with a yellow and orange glow.

'Remember the good times and dig deep.' Twilight repeated in her head, while gritting her teeth as she tried hard to recall all her good times; such as defeating Discord with her friends, reuniting with Candace, the Canterlot wedding, saving the Crystal Empire, and becoming a princess. She also strained herself in gathering more magic, as the aura around her horn began to expand and glow twice as fierce.

The sun and moon continued to rise and fall respectively, getting close to the midpoint of when they would cross each other's paths. The ponies in the audience watched in awe at the raising of the sun and the falling of the moon, however, there were some who were quite disappointed by the display.

"Isn't this the same thing that happens every year?" A lime green pony whispered in the crowd.

"Yeah, it is. Didn't the rumours say that Princess Twilight was going to pull off something spectacular this year?" A light blue pegasus stallion replied quietly.

"Well, it's not over yet. Let's just wait and see what happens." A dark brown unicorn stallion whispered.

The Mane 5 and Spike overheard the discussion and were beginning to worry if Twilight had gotten cold feet and fled.

Unknowing to everyone, on one of the castles towers, laid a familiar draconequus, who was watching the celebration with interest. Since there wasn't much to do, and that he was bored, Discord decided to see what the Summer Sun Celebration was like, so he teleported over to Canterlot to see for himself. He decided not to cause anyone trouble or unease, so he seated himself on one of the castle towers to get a bird's eye view of the event, but was quickly becoming bored by the lack of excitement.

'Re…member…the…good…times…' Twilight was beginning to struggle as the strain from remembering and the drawing of magic was beginning to feel like her brain was splitting in two. Nether the less, she continue to remember all the good times; saving the princesses from the plunder seeds, the Equestria Games, befriending Discord, defeating Tirek, and getting her own castle and becoming the Princess of Magic.

'And… dig… DEEP!'

Upon digging deeper into herself, Twilight suddenly felt a massive and mysterious power overtake her mind. Her eyes opened to reveal a blank but glowing stare that held imaginable power.

Twilight then stretched her wings and sawed into the sky with such power and strength that a crater was left on where she once stood, and leaving a blurred glowing purple trail behind her.

The crowd's eyes were stunned by the sudden appearance of a blazing trail of purple that appeared from behind the stage, but remained glued to the strange glowing figure as it flew towards the sun and moon, which were inches from crossing each other. The Mane 5 and Spike were equally surprised by the sudden appearance of the strange purple object, although they had a feeling it was Twilight, but what surprised them was the amount of power she had at the moment. Discord's boredom quickly vanished as he felt the sudden disabling of magic in the area and witnessed the rising of the mysterious glowing object, which took him completely by surprise, and persuaded him to stay and see what happens next. Even Celestia and Luna were surprised by the sudden burst in magic, which seemed to easily surpass their own, causing the pair to take a glance up at the glowing projectile.

Twilight's glowing form was inching closer to the sun and moon's intersection, which was getting closer and closer. Once she reached the desired point, she stopped flying and with her eyes closed, she spread her wings to keep her afloat in the air as the sun and moon soon met with her form in the sky.

Then, once the sun and moon finally crossed, Twilight opened her eyes which then released a large flash of magic from her horn.

What came next was a complete surprise to everyone; as soon as the flash appeared, a powerful burst of rainbow coloured magic soon followed, which turned into a shockwave that blew everything in its path away; scattering the clouds and birds in the sky, knocking over stands, tress and statues, and knocking unexpecting ponies off their hoofs and sending them flying; even the princesses and the spirit of chaos weren't expecting the massive burst of magic, as their eyes widened and their mouths agape, before being blown away by the wave of magic, Discord trying to hang on for dear life, but quickly lost his grip and was thrown straight from the palace grounds.

The Mane 5, as well as a few other ponies, weren't expecting the large burst of magic either, but were trying in vain to stay on the ground as they dug their hooves into the ground, while Spike dug his sharp claws into Fluttershy's back for support, causing a yelp of surprise and pain from the yellow pegasus. However, the power was becoming too much for them as one by one, they began to fly off into the air with a yelp and cry of surprise; first it was Fluttershy and Spike, next it was Rarity and Pinkie Pie, finally Applejack, whose hat was blown off from the sudden burst of wind, and Rainbow Dash, who had held up the longest and struggled to stay on the ground, were then thrown into the air with the others.

From where the burst had originated, the sun and the moon, despite their masters no longer controlling them, continued to rise and fall respectively, and from there intersection, held a large glowing purple, six pointed star shone in the sky, with five tiny sparkling starts surrounding it, and a purple glowing alicorn princess in the centre of the star, whose eyes were still blank and glowing and unaware of the events that took place around her.

The colourful burst of magic soon spread from its origin and began to travel and cover the whole sky of Equestria in its marvellous glow of multi-coloured magic. Ponies and creatures all over Equestria heard the 'boom' of the burst and looked to the sky, only to be dazzled and captivated by the majestic colours that began to fill the sky, as the sight began to reflect in their eyes.

As the sun rose higher into the sky and moon sank deeper behind the horizon, the glowing star began to slowly drift towards the ground with its occupant inside. As it reached the stage, it then vanished into the air, lowering the alicorn princess onto the ground, whose body began glow a pure white and emit white sparks of magic, which jumped from one part of her body to another, eyes still glowing and blank.

After a while, the glow and sparks soon died, followed shortly be the white glow in Twilight's eyes, which regained its natural violet pupils, and the magic that had overcome Twilight began to fade as well, returning the mare's mind to it senses. Upon regaining her state of mind, Twilight's eyelids fell slight from the sudden lack of strength she now possessed, and felt an itchiness and strain in her eyes, making her rub them to help clear it away. Upon opening her right, with a hoof still trying to calm the aching left eye, both eyes immediately widened in shock and confusion and her mouth nearly dropped to the floor at the sight before her.

Right before her, trees where knocked over with their roots sticking out, statues had been knocked over and smashed, there were many scraps and large passes of grass missing from the ground, and many ponies, either startled by the by sudden burst of magic or knocked unconscious during the landing, where either laid out flat on their backs, stuck in hedges or trees that somehow managed to survive the ordeal, and others were lying on their sides.

Twilight's main sights, however, where on the forms of Princess Celestia and Luna, who were knocked on their fronts and lying on the ground, their long manes covering their heads, and the forms of her friends; Rainbow Dash was stuck head first inside a tree with her flank and tail sticking out and hanging, Applejack was knocked into a hole in the same tree, her flank and tail also sticking out, but was upside down, Rarity was on her back, her eyes spinning from the whole ordeal, and her mane and tail were sticking out wildly and messy, Pinkie Pie was stuck with her back in a bush on the far side of the garden, her mane and tail even more fluffy and wild than usual, Fluttershy was stuck in a cherry bush with her head sticking out and her body hanging, and Spike was holding onto to the ground with his claws, with a wide eye and clenched teeth look on his face, showing that he was scared out of his mind.

Twilight continue to process on what she was seeing and how she could of caused all this, when the ponies and dragon began to regain their bearings and senses as they removed themselves from the blown positions; Twilight instantly began sweating up a storm.

"Oh my gosh, I'm so, so sorry. I was… I mean I was just…" twilight tried to find the right words to use, but she kept on drawing a blank as she didn't know how to feel or react to this situation. When Princess Celestia and Luna finally got up, brushed back their manes and turned to Twilight with frowns on their faces, the young alicorn princess immediately got down on her legs and lowered her head to the ground.

"I'm sorry. I'm sorry. I'm sorry. I'm sorry." She continued to repeat over and over again.

"Twilight Sparkle." Celestia finally said in a calm yet serious voice. Twilight immediately braced herself for the disapproving and shamed words she was about to receive. "That display just now… was…"

"AWESOME!"

Before Twilight could even react, she was hit by a blue blur of speed and tackled to the ground. She looked up to see the beaming face of Rainbow Dash, whose mane was messy from the burst, with bits of leaves and twigs from the tree, and covering parts of her face, but her big grinning smile could be seen from behind the hairs that were covering it. Twilight was completely confused by this sudden reaction.

"Man oh Man. And I thought the Sonic Rainboom was awesome, but that just now. That was total WICKED!" Rainbow said, the smile never leaving her face and the sparkle in her eyes never fading.

"It… it was?!" Twilight asked, slightly confused at what her friend was talking about.

"Whooo nelly! Ah knew you were good with magic, Twilight. But that right there… that was a whopper of show!" Came the voice of Applejack, who was walking up to Twilight, her own mane and tail messy and wild from the burst of wind, but was smiling all the same. "Ah didn't even know that you could pull somethin' like that. Whoa boy, is the family goin' to believe this back home."

"I must agree with Rainbow Dash and Applejack on this one, Twilight." Twilight looked to see Rarity walking to her with a friendly smile on her face, despite her mane and her tail being messy. "I knew that your cutie mark meant you were good at magic, but never before have I seen magic of that spectacle before. Even… though it made a horrible mess of the royal garden and my mane." She said after having a good look at the garden and her mane.

"WOW! That was sooooo COOL, Twilight! I mean they you all like 'VROOM' and the crowd was all like 'GASP' and then you were all like 'SHOOM', and then you went 'BOOM' with that magic glowing wind thingy, and the everything went 'FROOO'! Rainbow Dash was right, that was AWESOME and FUN, FUN, FUN! Can you do it again? Canyoucanyoucanyoucanyou?" Pinkie Pie repeated excitedly as she began jumping around wildly, whose mane and tail were more puffy than usual, as well as having some twigs and leaves in them. Everyone was surprised to see her down from the hedge so quickly, but no asked how she got down, it was just Pinkie.

"W…wow, Twilight. The others are right, that was… amazing." Came the timid yet happy voice of Fluttershy, who was walking up to the others, her mane and tail also wild and messy, with a few twigs, leave and berries in them. She then looked at the clear skies and at the devastation of the garden with a small frown. "But… oh, I hope the birds and the animals weren't too startled by the noise and the wind."

Twilight finally picked herself up and smiled at her friend's kindness and thoughtfulness. "Not to worry, Fluttershy. I'm sure there fine." She said, trying to reassure her friend's worries, which seemed to bring a sigh of relief and a smile to her face.

"Wow, Twilight." Twilight turned to see Spike walking up to her, a little shaky, but overall ok. "I've always known you were good at magic, and I've seen you pull off strong and advanced spells before, but that right now… that was amazing. I knew being a princess meant your magic would get stronger, but I didn't know it get that strong."

Twilight began to blush at all the praise she was getting. In truth, the whole thing was an accident, and she didn't know how she did; in fact she had a feeling that she wasn't the one who did it, but that's a mystery she would deal with later.

"I must agree." Everypony turned to Princess Luna, who had a smile on her face. "In all my years, never have I come across something that… spectacular." The princess then walked up to the young princess and bowed slightly. "It appears my sister was right, young Twilight, your skills in magic are that which has never been witnessed before."

"Ahem." A Clearing of the throat brought everyone's attention back to the princess of the sun, who still had a frown on her face and was quite annoyed of being interrupted. Everypony, but Twilight, stepped away to give the princess some room to speak. Twilight then lowered her head as she awaited the princess' words disappointment; said princess had walked up to the young princess.

"As I was saying, Twilight Sparkle, that display just now was…"

"Astounding."

Twilight's and everypony's eyes widen in shock and confusion, and turned to the see a smile on the princess' face.

"A…astounding?" Twilight asked, slightly confused. Wasn't Celestia mad at her?

"Yes. I knew I had faith that you would succeed in your task, but as always you have succeeded in passing my expectations." Celestia explained, making Twilight smile. Celestia then turned back to the damage done and continued. "I admit I was not expecting the sudden burst of magic, and I'm quite shocked that such a power could do this much damage." Twilight slumped back down in embarrassment. "But it is nothing a little magic can't fix, and I say you did a good job at astounding not just me."

Twilight looked back at Celestia, who motion her to look at the other ponies that were picking themselves up and dusting themselves off, with smiles on their muzzles.

"Did you see that just now?!" A pink pegasus mare asked.

"Oh yeah. That was a blast, literally!" A grey stallion said.

"I thought Rainbow Dash's Sonic Rainboom was amazing, but that just now… that doesn't even come close!" A pale brown unicorn mare said.

"Man, I sure hope Princess Twilight does that again next year! I want to see that again!" A young yellow unicorn colt said.

Everywhere Twilight looked, she heard the astounded and happy comments of the ponies, and the exciting cheers, as well as happy looks on their face.

"I'm proud of you, Twilight Sparkle. You can win the hearts of everypony even when you don't mean too." Celestia said with a proud smile, looking down on her former student with pride.

Twilight smiled up at her mentor and then turned back to the ponies and their families and friends. She didn't know why, but Twilight felt a warm feeling in her chest, maybe of pride or happiness, she didn't know, but she knew that she was happy it was there.

"Yeah, Twilight. That big 'BOOM' thing might not have been what you were looking for, but everypony seems to be happy about it." Pinkie said, getting close to her friend's face.

"Speaking of that, how exactly did you do that?" Fluttershy asked.

"Yeah, how exactly did you pull that thing off?" Rainbow asked, hovering in the air with her front hoofs crossed, before leaning down to look in Twilight's eye. "You haven't been spying on me and copying my Rainboom stunt have ya?"

Twilight's mind went right back to what happened earlier, but even she didn't know what happened.

"In all honesty, I don't know what happened." Twilight said, deciding to tell everypony what happened. "All I remember is taking Princess Luna's advice in remembering the good times and digging deep for my magic, and then something… something… something I've never felt before just seemed to takeover. I didn't even know where that magic came from."

"I was just as surprised as you are now, my dear."

Everypony turned to the voice, which belonged to the spirit of chaos, Discord, who was walking through a make-shift door in the hedge and brushing off some dust and pebbles on his coat. He had a few bruises and scrapes, but overall, he looked fine.

"Discord?" Fluttershy said, surprised by the sudden appearance and the injuries he possessed.

"What in tarnation happened to ya?" Applejack asked, also confused by the chaotic creatures appearance.

"Well, I was bored earlier on, so I decided to come and watch the Summer Sun Celebration and see what this so called 'rumour of Princess Twilight's performance' was." Discord explained, still dusting some of the dirt and rocks off, this time with a feather duster he brought out of thin air.

"Oh really." Rainbow Dash said with her hoofs crossed. Even though Discord had been reformed she was still weary around him. "Well, if you were here, how come we didn't see you with the crowd?"

"Well, considering that I was only 'just' reformed, I figured some ponies wouldn't be very comfortable with me around… well, that and the fact I don't well in crowds." He explained as he used a small vacuum to clear up some of the rocks and stones that stuck to him. "So I decided to watch the spectacle from on top of one of the castle towers, that way I got a bird's eye view of the whole show and I didn't have to worry anypony about my presence. Then, just as Celestia and Luna were doing their part, boringly slow might I add," Luna rolled her eyes at the spirit's comment, "I sensed a very powerful magical disturbance from the stage below, then I noticed that it came from where young Twilight was, but before I could investigate any further, well… you can probably guess what happened next."

"But that doesn't explain what happened to you, Discord." Celestia said who was more concerned about the spirit's injuries.

"Oh, it's nothing, Celestia. That magical burst just took me by surprise same as you, only difference was, since I was on a higher standing point, I ended being flung from the palace grounds and into the mountain side." Discord then rubbed his back with his lion claw. "And might I add that rocks are not the softest pillows to break a fall."

The ponies and dragon listened to the spirit's explanation, but Twilight was more interested in what she just **did**, and if Discord could sense magical disturbances…

"Discord," the lavender alicorn said, getting the spirit's attention, as well as everyone else's, "What I did just now, what was it? I mean… how did I do that?"

Discord placed his eagle claw underneath his chin a scratched in with a thinking look on his face. "I have no idea. I mean, after you used that magic to defeat Tirek, I thought it would take a couple of hundred years before you could use it again."

This caused all eyes, widen from shock and confusion at the revelation, to turn to the spirit of chaos, who stopped scratching his chin once all eyes were on him.

"**EXPLAIN THY SELF, DISCORD!**" Princess Luna demanded with her royal Canterlot voice, scarring the Mane 6, Spike, her sister and the spirit of chaos, as well as startling any nearby ponies in the area, annoyed and angered by the fact that Discord did not reveal this piece of information with them earlier.

Discord held up his hands in defence from the booming voice and in case Luna attacked him, but then began to explain once he was sure that she wouldn't try anything else. "Well, during the whole Tirek incident, I was able to get a good feel of the power that Twilight and the others used to defeat him, and once the castle was made, I thought the power faded away." He then appeared beside Twilight and wrapped his eagle arm around her waist, with a smile on his face. "But of course, since Twilight here is the Princess of Magic, her body was able to keep a hold of some of that power and keep it locked away in her body until she was ready and able to use it herself properly, until now that is."

The ponies just stared at Discord for a few moments, taking in what he just said. Fluttershy placed a hoof on her chin as she remembered that when the burst hit her, she did feel something familiar about it, but couldn't place her hoof on it.

"That would explain why that magic felt strange." She said out loud to herself.

"Now that Fluttershy mentions it, that magic did seem familiar, but I was so focused on trying not to get blown away that I didn't actual try to remember where I felt it before." Rarity said, thinking back to the time they used that magic to defeat Tirek and the warmth that came with it.

"Well Twilight is really good with magic." Applejack said. "Ah ain't too surprised by that, but ah never would've thought that she still have a bit of that stuff in her."

"Oh, oh, oh, those that mean we still have some of that magic stuff in us too?" Pinkie Pie asked excitedly.

"I don't think so, Pinkie Pie." Celestia said, drawing a frown on the pink mare's face, before continuing her explanation. "While all of you may have been able to defeat Tirek using that same magic, Twilight's special talent **is **magic, meaning that she has more capabilities with magic than the rest of us."

"Well pooh." Pinkie pouted, before her eyes lit up and she gasped in realization, before bouncing around in excitement and happiness. "But you know what this means?!"

The others gave the party happy mare a confused/strange look.

"This means that were going to have to throw a 'Well-done-on-the-Summer-Sun-Celebration' PARTY!" She yelled the last part, before dashing off to who knows where, leaving a dust cloud after image and trail.

"Oh for the love of… Pinkie! Not now!" Rainbow Dash yelled before chasing after her in incredible speed.

The others watched the two mares disappear, getting a chuckle from Celestia who found the scene quite cute, before she turned back to the others.

"Well, I don't know if a party should be involved, but I do believe you deserve some praise after that little performance." Celestia said, mostly to Twilight, who blushed in embarrassment, before turning back to the damage done to the garden. "But I think we should get the garden back into shape before doing so."

"Were on it, your highness!" Applejack said, before turning back to her friends. "C'mon y'all, let's get this trash pack cleaned up!" She then ran off to get started.

"Absolutely!" Rarity said, chasing after her country friend. "I'll help with the statues and the trimming!"

"Oh… uh… I should probably help with the animals and their homes." Fluttershy said, before she chased after her friends.

"I suppose we'll be assisting with the repairs as well, sister." Luna said to Celestia with a smile on her face.

"Indeed we shall." Celestia said to her little sister, a gentle and sure smile on her face.

A sudden poof caught their attention and saw Discord in a maids outfit with the feather duster he had before. "I suppose I should help also, seeing is that I have nothing better to do." He then walked off in the direction towards the mess, with Luna and Celestia following close behind.

"I suppose we should help too, huh Spike?" twilight said to her young assistant.

Spike was about to reply, until he noticed the exhausted and worn out look on her face. Feeling worried that Twilight was about to collapse, he decided to ask if she should. "Uh Twilight, are you sure you want to help? You look exhausted."

"I'm… fine, Spike. I can… handle it…." Twilight struggled to say, as she was beginning to breath heavily as she felt her strength fade from her, as she began to walk towards the mess in the garden.

Celestia, Luna and Discord looked back at the young princess and noticed the state she was in. The three gave each other a look before came to a silent agreement.

They then turned to Twilight and Celestia spoke. "Actually Twilight, we believe you have done enough today, you should rest for now in your room to gather your strength."

Twilight weakly looked up to her former mentor with half closed eye lids and spoke with a weak and breathless voice. "But… princess…"

"Sorry twilight, but that little stunt used up all your magic, and you just had enough to last this long, but it would be better if rest for now." Discord explained.

"But…" Twilight tried to protest, but was cut off by Princess Luna.

"No Twilight, we've made our decision: thou are to go to her room and rest while we clean up." She explained.

Twilight was about to protest further, but she didn't have the strength to do so. She then turned to her assistant's face and saw Spike's concerned and scared eyes. She then turned to the two princesses and the spirit of chaos and saw the same concern in their eyes. She then sighed in defeat as she realized that they weren't going to let her help, and she had to face facts; with the way she is now, she doubt she could be much help anyway.

"Fine…" She just got out, as she weakly turned to the door that led inside the castle to her room.

She struggled a little and nearly fell over, but Spike quickly caught her and decided to help her on her long and struggling journey to her room.

After Twilight and Spike had vanished from sight, Celestia, Luna and Discord resumed with their task to help with cleaning up the garden, feeling reassured that the young princess was now going to get some rest.

* * *

><p>Although, what they didn't know was that the magical wave that Twilight released was still going, spreading far and wide from the city of Canterlot; spreading to the ends of the Everfree forest, to the open plains of Appleloosa, to the high skies of Cloudsdale, to the vast body of water of the ocean.<p>

And beneath the waves, deep down in the dark waters of the trenches were even the sun can't reach, stood a dark and tall mountain of coral and stone, that stretched far into the high waters, trying desperately to reach the light of the sun.

At the base of the of mountain, embedded on the stone and coral wall, stood a giant circle of moss covered stone, with ancient Equastrian hieroglyphs carved into it, with six empty holes of different shapes circling the centre, with a large keyhole decorating the centre of the structure, standing there for all the dark waters to behold.

However, this silent tomb would remain silent no longer, as the wave of magic soon broke through the darkness of the trenches, spreading past the dark and spiked rocks and coral, past the long and snake like kelp, and finally past the mysterious stone object.

A few moments after the wave past, the six empty holes in the stone structure began to glow different colours; red, blue, dark indigo, orange, yellow and light lavender, then the strange light began to travel across the hieroglyphs, which began to glow a rainbow colour, before finally disappearing into the keyhole, before the last ounce of light vanished with the darkness of the strange hole.

Silence once again haunted the dark waters, until a rumbling of the ground occurred, shaking the mountain and trench, even scaring the fish that swam far above the darkness of the waters. The shaking continued, as the large stone structure seemed to unhinge itself and began to slowly push forward and open up to the left like a large door. The rumbling and the movement of the door continued, until the large stone door stopped as the pitch black hole it covered was bare to the open world, the rumbling stopping shortly after.

Everything remain silent once again, but the darkness of the deep trenches began to turn darker as a dark black substance began to ooze its way out of the open cave, as a dark shadow and shrivelled shadow moved within the darkness of the cave, coming closer and closer to the opening, pushing the dark substance further out into the waters.

The shadow soon stood at the edge of the cave, surrounded by the dark black mist, with only its dark orange glowing eyes shining through the darkness of the black blanket.

The figure stood at the opening of the cave for a few silent seconds, taking in on what it was seeing and if it was truly real, until its cold, sinister and rippled voice broke the silence.

"At…lasssst… I… returrrrrn… And…now…I shall… take back…what should have been…miiiine…"

Soon after an equally weak yet dark and sinister chuckle echoed throughout the dark waters of the trench.

* * *

><p><span><em>Next time: Chapter 1: Twilight's Precognition of Despair! The Monster known as Undern!<em>

_"__Princess Celestia? Princess Luna? Discord? Anypony?"_

_Twilight frantically tried to search and call out to the darkness for a reply, but all she heard was silence and saw only black._

_Celestia turned pale as she took in what she was just told. _

_"__No… It can't be…" Her frightened and equally paled voice seemed to scare everypony more than Twilight's nightmare._

_"__He… He can't be free!" Luna yelled in fear and shock._

_"__DISCORD!" Everyone yelled in shock, surprise and fear, though his still form remained still and continued to bleed._

_"__I have returned… and now you, and all of Equastria shall know me power."_

_"__His name was and still is Undern Slate."_

* * *

><p><strong>Well, that's my first chapter up. I'm trying a new way of writing stories and this is my first attempt.<strong>

**Tell me what you think, and hopefully, I can get the next chapter up shortly. **

**Anyway, stay tuned.**


	2. Chapter 1: Twilight's Precognition

**MLP FiM: Quest of Disharmony**

**Here is chapter 1 of Quest of Disharmony, hope you enjoy this one. Others are to come soon afterwards, hopefully. Also, don't be afraid to post reviews. I you have a reason for it, then fine, I'll respect your decision. **

**Anyway, enjoy, as you now learn more about the new evil to Equastria.**

**Part 1: Chapter 1: Twilight's Precognition of Despair! The Monster known as Undern!**

Twilight awoke to the sounds of the chirping birds and the warmth and light of the blazing sun. She sat up, her bed covers falling slightly, she looked outside to see two blue canaries sitting and nuzzling each over on a branch that was connected to the window.

Twilight smiled at the sweet sight. Two birds in love nuzzling each other on a branch by her window… wait, what?

Twilight remembered that her room was atop the tallest tower in the castle, and she knew that no tree, at least around Canterlot, could grow that tall or that close to the castle. So how was she able to see this?

Taking a closer look at the outside she noticed that most of her view was blocked by tree branches and leaves, which added to more confusion to her mind, until she took a look at her bed and the rest of the room.

Her bed, as well as the rest of the environment and furniture, was made from a light brown shaded oak. She took a look around the room to see very familiar objects and books, categorised and shelved in oak wood book shelves, and she looked up to notice that her room was incredibly tall, and wide. What was going on? Where was she?

She then got out of bed to get a closer look out the window. Her hoofs made a thumb noise as they touched the wooden floor. She swore she heard that sound before, back she lived in…

Her eyes widened in shock and confusion, as she began to remember why everything looked so strange, yet so familiar. She quickly ran to the window and opened it, she then stuck her head out and took a better look at the outside, which made her mouth drop in shock; she was in Ponyville.

She didn't know how she got there, since she clearly remembered taking a nap in her room in Canterlot, or why she was here, but there was no mistaking that this was Ponyville. The sky was clear and bright blue, the streets were littered with ponies of all genders, and she could see many of the buildings that resembled those in Ponyville. She then remembered where she woke up and took a look at the building she was sleeping in, and her mouth seemed to drop even more than before because what she saw completely lost her.

She was in the Golden Oak Library.

After living in it for so long, she could instantly remember it, not just because it was the only tree home in Ponyville, but because she could easily recognise the balcony where she enjoyed to read outside, the small platform at the top where she would use her telescope to get a good look at the stars and constellations, and she had seen the Golden Oak Library sign so many times, that it was impossible to forget.

"But… how… that's… I mean, how…" Twilight tried to find the words to describe her reaction, but her mind was just as confused and messed up as the words that left her mouth. She just couldn't understand it; she saw it, she saw the Library being completely destroyed by Tirek when he came for her magic. So how in the name of Celestia 'Sorry Celestia' was it here?

Any other questions Twilight had died down when a voice snapped her out of it.

"Hey Twilight."

Twilight looked down to see Spike smiling waving at her, with her friends standing behind him; Rainbow Dash was hovering in the air with her wings, Fluttershy was holding a picnic basket in her mouth, Rarity wearing a sun hat and a pair of sun glasses, Pinkie Pie jumping up and down on the spot with a large grin on her face, and Applejack was carrying a cheeked picnic blanket on her back.

"Spike?" Twilight said, confused by her assistant's smiling form. The Golden Oak Library, their home in Ponyville, was ok, and he was just standing there with a smile on his and waving at her. "What's going on here?"

The group gave Twilight a confused look.

"Don'tcha remembers, Sugarcube?" Applejack said, "We're havin' a picnic today. And it certainly wouldn't be a picnic without our friend with us."

Twilight raised an eyebrow in confusion. "Picnic?"

"Yeah," Rainbow said, flying close to the window and Twilight's face, "we agreed that we come to get you and Spike last after you two finished cleaning all the books or something like that."

Twilight was getting more confused by the minute. 'Cleaning books?'

"Don't worry, Twilight." Her eyes turned back to her assistant's voice, "I handled all the cleaning and dusting while you were asleep, so you don't have to worry too much about it."

Before she could say anything, despite her mind still trying to process on what was going on, a calm and gentle voice spoke up.

"Well, she is a princess. Maybe all those royal duties are just making her exhausted." Fluttershy said who had placed the basket on the floor so she could speak.

Twilight was getting more confused by the events by the minute. Was she dreaming?

"Oh yeah, I tend to forget things when I'm busy at work, or making parties, or just having too much time. Like this one time I was busy helping the Cakes at Sugercube Corner, and I was so busy getting the orders and checking the pastries in the oven, I then remembered that I totally forgot that I had promised Ditzy Do to through a whole week without disasters party, but then when I went to help I forgot that Zecora had-" Pinkie blabbered on, until she stopped as she seemed to remember something. She then gasped loudly and her body leapt in the air. "Oh my gosh, I totally forgot that if we don't hurry, we'll lose our special spot in the park."

The others' eyes, except Twilight who was still confused on what was happening, widened in shock as they knew Pinkie was right.

"Oh horse apples, we better get a move on y'all!" Applejack said as she ran off towards the direction of the park.

The others soon followed, but Rarity slowed down and looked back over at Twilight. "Oh, don't worry, darling. You can come join us when you're ready, ok?" She called back, before looking back in the others' direction and chased after them, leaving a confused Twilight behind.

Twilight looked in the direction her friends had run in with a confused look. She still didn't know what was going on, why the Golden Oak Library was rebuilt, or why she couldn't remember anything about a picnic. Her mind still tried to come up with many different conclusions, but she was drawing a blank in every possible direction.

"But… what if… no, that's not it. How about… no, that won't work either." She continued to whisper to herself until she came up with only one outcome; if she was going to find out what was going on, she had to ask her friends.

She brought her head back inside before speeding off down the stairs, trying not to lose her stepping and fall mind you, and then she ran down the other flight of stairs, to the main library hall.

She stopped at the top of the stairs and looked around at all the books, stories, dictionaries and encyclopaedias in their respective shelves as well as the other items she kept down here during her stay. She then remembered all the good times she had since she lived her; finding and adopting Owlowiscious, her many meetings with her friends, and all the information the books had provided in their misadventures.

She quickly shook her head to get rid the thoughts out of her head, yes it was nice to remember them, but she reminded herself of her mission, this was no time to be reminiscing. She then walked down the stairs and to the door. She took a deep breath as she prepared herself to go and confront her friends. She then pushed the door open and walked right out, before she turned around and closed the door behind her.

She then turned back to face Ponyville with her eyes closed, and when she opened them again… well, let's say what she saw made her mind pray that she didn't.

Twilight's eyes and mouth widened and fell at the sight before her; the sky had somehow turned a dark blood red, a few pitch black clouds appeared in the sky, houses had either become old and crumbled, or they had fire emerging from the windows or on the roofs. The street had become cracked and dead, the plant life in the area had withered and died, and all the ponies were lying on the floor; grey and seemingly lifeless.

Twilight was horrified at what she was seeing, her heart seemed to break at the sight and her stomach turned. She instinctively turned to get back inside the Library, run upstairs, hide under the covers and pray it was all a bad dream. However, when she turned around, she found the door gone; in fact the whole library was missing. Instead, were it stood, was a large deep crater.

She looked up to see if the library was floating or taken by the sky, but something else caught her attention; in the distance she could see Canterlot, or what looked like it, hanging of the side of the mountain by a thread; literally, the whole city had seemed to have slide down the mountain was brutally damaged and falling apart; even the castle was missing its tall and graceful towers.

Horrified, scared, and confused, she quickly turned back to the streets of Ponyville and ran up to one of the fallen pony to see if he or she was alive and had answers. She quickly ran up to grey unicorn stallion and lifted his head of the ground.

"Hey!" She yelled and shook him slightly in hopes of waking him up, "Hey! Do you know what happened here?" No answer. "What Happened?!" Still no reply.

Twilight looked over the stallion's body to see what was wrong. When she couldn't find anything she figured he must be low on magic and lowered her head and her horn glowed to cast a magic healing spell.

Her eyes widened and she gasped slightly when she discovered something; this stallion wasn't just low on magic, he had no magic; in fact, he had no pulse!

Twilight looked back at all the grey and lifeless bodies and realised that it had happened to all of them. It was as if their very souls were stripped from them, leaving the cold, dead shells behind.

Twilight knew that she wasn't going to get anything out of anyone, seeing as that they all had the symptoms, but she still didn't understand how it was possible; to pull a soul out of somepony or any living creature would require a dark spell of incredible power, who in the whole of Equastria could pull off something so evil? She lowered the stallion gently to the floor, and stood up to look at else had fallen.

She felt hot tears coming to her eyes as she saw many of the ponies she knew; Big Macintosh, Granny Smith, the Cakes, who were holding the grey and lifeless bodies of their children, the Mayor, Ditzy Do, Zecroa, the Cutiemark Crusaders; Applebloom, Sweetie Bell and Scootaloo, and many others.

Her eyes then widen and her pupils diluted as she remembered that her friends had gone to the park. She felt a familiar feeling in her chest at the thought of her friends and Spike falling to this catastrophe, fear.

Her body seemed to be running on auto-piolet today, as she took to the dark red sky and quickly zoomed towards the park, where her friends were hopefully ok.

While in the air she looked and nearly lost balance in the air and throw up whatever food she recently had for below her was the same scene from where she was; houses burning or crumbling, the street dead and cracked, and countless of grey and lifeless bodies littering the floor. Tears began to fall from her eyes as she felt a wave of worthlessness come over her; she could of done something to save them, but it was already too late. She just hoped, no prayed, that her friends were alright.

When she was finally over the park, she gently but quickly lowered herself until she landed on the grassy ground, just outside the entrance. Twilight looked around the area and could see many grey pony bodies littering the ground, which nearly made her throw up again, but she ignored the feeling and focused on finding and saving her friends.

She then began to run through the park towards their 'special spot', which was basically an area under a tree not too far from the entrance. As she ran she past many bodies of pony bodies; unicorns, pegasi and earth pony, all lifeless and grey. She felt the fear in her stomach come back as she feared that the next lifeless bodies she finds would be those of her friends and Spike.

She shook her head a couple of times to get the thoughts and images out of her head. They weren't gone yet, she was sure of it, they were alive and well. There was Applejack and Rainbow Dash, who were the toughest fighters she's known, they had Rarity who was capable of using magic, and Pinkie Pie was Pinkie Pie, she can be completely unpredictable. Plus Fluttershy could always send a letter to Celestia through Spike if things got hairy. Yes, she had faith, faith in their abilities, faith in their friendship, faith in-

Whatever faith or words of hope Twilight had left vanished in an instant, her gallop slowing down step by step, and her fear and despair grew as she approached the site of the 'special spot'; where 5 grey and lifeless figures lay motionless.

Cold tears of sadness and despair filled her eyes as she stared at the sight before; Rarity was laid up against a tree with scrapes and brushes decorating her now dark grey body. Pinkie Pie was lying in a small crater in the ground on the picnic blanket, just as grey and lifeless with an equal amount of bruises and cuts. Applejack's beaten body was also grey and motionless a few yards away from Pinkie Pie, however tears began to fall from Twilight's eyes as she realized that there was a dark crimson liquid falling from the side of her mouth and her front hoof was twisted to 45 degree angle. Rainbow Dash was lying on her side at the base of a broken tree trunk; the rest of the tree was rest by it like it was snapped like a twig, her body also beaten, grey and lifeless, with twisted wings and a deep gash in her side. Twilight's eyes then turned to Fluttershy, and the dam of tears she was holding began to crack as she saw the frightened yet lifeless look on her grey face, her eyes were scrunched shut, with dried up tears rolling down her face, and her hoofs were laying quite close to her face, which probably meant she had tried to cover her eyes in fear, and her body had the least scrapes and bruises than the others, meaning that she probably didn't do much of the fighting, lying on her side.

Twilight, whose eyes were still raining with tears, slowly walked towards her friends to see if what she was seeing was all a hallucination. As she got close to her first target, being Rarity, she soon realized that it wasn't a hallucination and it confirmed her worst fears, she wasn't breathing.

"Rarity?" Twilight asked weakly in a desperate voice, while she pocked her lightly with her hoof, hoping to get some form of reaction out of her. Rarity didn't budge.

"Rarity?" Twilight said, a little louder than last time and used more force with her shove; still no answer.

Twilight breathing began to become shallow and increased in speed, as her eyes began to leak more tears and her fear began to double. She quickly turned to the next pony close to her, which happened to be Pinkie Pie. She then dashed over to her direction, and then began to shove her shoulder a little.

"Pinkie Pie?" Twilight asked franticly, as she shook the grey, motionless party pony, hoping she would jump up and surprise her like always. She didn't. She didn't even budge.

Twilight shook her head slightly as she tried to deny what was in front of her. She then turned to Applejack and galloped towards the apple farmer in desperate speed.

"Applejack?" Twilight said loudly as she reached her friend and shook quite harder than she did with the other two. She didn't mean too, but right now, her mind was too indulged in fear to realize it. Applejack gave no reaction, as her breathless and lifeless grey body lay still.

"No…" Was all Twilight was able to get out, as she again shook her head, trying hard to deny what was happening. Her fear filled eyes then turned to the once blue and rainbow coloured mane of Rainbow Dash, before her body charged in her direction.

Twilight then stopped, dropped to her knees and began to shake her grey friend's body just as hard as Applejack's.

"Rainbow…" No reaction. "Rainbow Dash…" Still no reaction. "Come on, Rainbow… this is no time for a nap…" Once again, no reaction, not even a snort or a snore to show she was sleeping.

Twilight's tears began to fall even more now, the dam in her eyes close to bursting. She then turned to the last friend she had yet to check; Fluttershy. With what little hope she had left, Twilight dashed towards the now grey pegasus, and galloped to her as quick as she could.

Despite her mind filled with fear, when Twilight dropped and used both her front hoofs to lift Fluttershy's frail body off the ground, she only shook her body lightly, so not to harm of startle her.

"Fluttershy?" Twilight asked, while a few of her tears landed on the motionless pegasus, hoping that her friend was still alive. However, Fluttershy gave no reaction; no breathing, no groan, not even a whimper of fear.

"Fluttershy, wake up!" Twilight shook her friend's body even more roughly in hopes of waking her up. Yet the lifeless still gave no reaction.

Twilight's tears fell even more as she embraced her friends grey and cold motionless body, the reality of what was happening around her sunk in, everyone was dead and lifeless and there was nothing she could do to save them. Not the mayor, not her friends, not even-

Twilight's eyes widened in shock and fear as she remembered that was one other she had not seen yet.

"Spike…" She whispered slightly to herself. She saw Spike walk off with the others, yet she hadn't seen his body among the others, meaning that he could have survived… what ever happened here. A slight ray of hope shined in her heart as she believed that there was one left she could save.

And she would, she swore her life on it.

She lowered Fluttershy's body gently to the ground, as she stood up and began to scan the area for any signs or clues to her dragon's whereabouts.

"Spike." She yelled, hoping that her voice might reach the young dragon's ears, if he was close by.

Silence followed the shout. She then quickly darting to corner to corner of the area, hoping to find some trace of her dragon.

"Spike!" She screamed, her mind becoming frantic and her ray of hope shrinking quickly. She had to find him, she kept telling herself. He had to be ok, he just had-

Time seemed to stop for her, as her eyes stopped and narrowed in on a small shadowy figure on top of the park hill. She couldn't make out the whole figure, as it was too far, dark and small to get a clear image, but she could clearly see the spines that seemed to be on the figure's back. And she knew only one small figure in Ponyville that had spines on his back.

"SPIKE!" Twilight screamed, in either happiness or relief, she didn't care. Her body and legs immediately charged in the direction of the small dragon figure.

She pushed her way past the bushes, twigs, leaves, anything that got in her way, ignoring the pain of the scratches and scrapes that were given to her by the obstacles. She didn't care how much pain she was in, or how bad her body was, all she knew was that she had to get to Spike, no matter what.

As Twilight got closer, her desperate smile appeared on her face as she was happy that Spike may be still alive. A few warm tears of happiness soon fell back behind her. She had lost so much; she just couldn't bear to loss her last friend.

As she began to gallop up the hill, Twilight's mind began to relay on what she would do once she got to Spike.

'First I as Spike what happened, afterwards we search all of Equestria to find any survivors, then we-'

Whatever Twilight was thinking vanished, along with her smile and her warm tears, as a look of despair, fear and pain crossed her face, with shrunken pupils and agape mouth, and the cold tears of hopelessness ran down her face once again. Right before, atop the hill, lay Spike's body; grey and lifeless.

Twilight just stared at the small frame in front of her. Her mind had crashed, her heart had shattered and whatever hope she had left vanished in the dark.

Her body began to move slowly and weakly, like her joints had many cramps slowing her movements, as she inched closer to the small lifeless baby dragon.

"Spike…?" Twilight said weakly as she got closer to small still frame.

She then dropped to her knees and slowly used her front hooves to lift the young dragon up from the ground and close to her. Like the others, he was cold, no breath left his lips and his whole body didn't make the slightest reaction. On his face, his eyes were closed and his mouth was opened slightly.

Spike?" Twilight asked weakly as the tears in her eyes began to fall, hoping that he was just sleeping like always and that he would wake up any minute now. He didn't, after a few seconds passed.

Twilight was going to call again, but her mind knew the truth; everyone, even her young dragon was gone, as she couldn't save any of them. Twilight held Spike's body close to her own, as the urge to hold him close like a child was too great.

Her grief, pain and fear finally got hold of her, as she let out an ear-piercing scream to the sky, which seemed to echo across the world of Equestria. Tears raining down her eyes like waterfalls as she held Spike's body close, not wanting to part with it. Spike was her closest friend, her top assistant, he was like a son to her, and now he was gone, and he couldn't save him. This was no longer Twilight Sparkle, the princess of friendship and magic, this was simply a poor, broken alicorn that had lost everything she held dear.

As Twilight cried and screamed her heart out, darkness began to creep across the land, covering everything in a pitch black blanket, leaving only Twilight and Spike's grey lifeless body the only things in the sea of darkness.

Through her grief, Twilight could see the darkness cover the sky, and jolted her head back down to the world around her to the see that all of Equestria was gone, replaced by darkness that rivalled the night.

She looked all around her, in hopes of finding some form of light or trace of Equestria, but everywhere she looked, the dark blanket was there, shredding her hopes of escape.

"Princess Celestia? Princess Luna? Discord? Anypony?"

Twilight frantically tried to search and call out to the darkness for a reply, but all she heard was silence and saw only black.

For a while she sat in the darkness, until a bubbling sound snapped her head in the direction of the source, which happened to be dark bubbles rising and popping from the darkness, like it was on a body of water. Twilight, still clutching the baby dragon's lifeless body, crept away as the bubbles began to increase in number and size, and sped up in rising and popping.

The bubbles continued to rising and pop, before a large bugle began to emerge and rise from the darkness.

Twilight stared as the bulge soon became a ginormous pointy, arrow headed object, which rose higher and higher into the air, with sharp long curved spikes emerging from behind the head, three on each side, like a terrible and frightening crown. A lumpy yet hard looking mid-section followed after, which soon turned into long snake-like appendages forming underneath, tangled and twisted in different ways but soon flared out.

Twilight just stared at the pitch black creature in fear and awe. Never before had she seen anything like it; it made even the largest of dragons look like foal toys, but with has already happened she no longer had the courage or strength to stand up to… whatever this thing was.

Soon a pair of dark orange glowing eyes snapped open from the centre of the rocky mid-section, staring straight through the young alicorn, piercing her soul and shattering whatever bravery she had left, leaving her shaking, small, and shrinking form present before the behemoth.

The creature stared at the young alicorn and she stared right back at it, a silence stuck between the two. Soon a deep, dark and equally terrifying chuckle boomed from the colossus creature, before it finally spoke.

"Is it friend or is it foe, the young pony wonders."

Twilight shrunk and cowered even more at the power yet wise words of the voice. With that, along with its giant size, it truly made Twilight seem small and insignificant.

"After witnessing what I had done to your precious home and your friends, I think we can both conclude that I am no friend to your kind." The voice boomed again.

Twilight's fear filled eyes widened at the statement, her mind flashing with images of what she had seen; the sky a deep red, the ruined and destroyed houses, the lifeless grey corpses of the ponies she saw and her friends. Her eyes took a quick downward glance at Spike's grey form.

"It… was you?" Twilight weakly said. She wanted to be angry, heck, she wanted to be downright furious, but after seeing what she just saw, and with all the grief, pain and sadness she had, she just couldn't; not to mention the giant creature had shattered whatever strength or bravery she had left to fight.

"Yes," The creature simply said. "For one to conquer, examples must be made to show those who would defy a higher power the consequences for their actions."

Twilight held Spike closer to her as she felt a small spark of rage come and go at the declaration.

"I have heard you call to your princesses and those whom you may believe that could help you," the creature said, "yet you shall find no help from those that have already fallen to my power."

Twilight's eyes widened even further. This creature had defeated both princesses and Discord, without the elements of Harmony?! How was that even possible?

As Twilight pondered on how someone could defeat the two sisters and the spirit of chaos, six dark yet shining lights appeared on the creatures arrow shaped head, causing Twilight to look up at the shining lights to see them originating from six different gems embedded in the creature's head; three down on one side: dark blue, blood red, and dark green, and three on the other: dark yellow, venom green, and pitch black.

"I have returned, and now," the creature boomed, "you, and all of Equestria, shall know my power!"

"The power of Undern Slate!"

A sudden burst of dark magic erupted from the shining lights, unleashing a dark rainbow beam, which shot down towards the young princess. Twilight was too scared, shocked and powerless to move of dodge the beam, and only held Spike closer to her as the beam struck them both.

Twilight screamed as the searing pain of the beam consumed her, yet she refused to let Spike go. Despite the pain that was flowing through her, she felt a numb stiffness in her rear hoofs, which then began to travel up her legs.

She looked down and, despite the flashing dark colours that surrounded her, her eyes widened in shock as she saw the reason for the stiffness; she was turning to stone. She also heard the dark and deep laugh of the creature in the background, which seemed to take pleasure in the alicorn's fear.

"No." She yelled, as the stone began to creep up her legs, completely trapping them, before traveling up the rest of her body and her wings.

"No!" She yelled a second time, before her body and wings were encased in stone. She then felt the stone slither up her neck and down her front hooves as it began to encase the last of her.

She tried to block it all out; the images of her home and friends destroyed and dead, the laughter of the creature in the back ground, the searing pain of the stone encasing her, and the pain in her heart at having everything taken away from her. She felt the stone finally encase her front hooves and her head and horn, leaving only her muzzle and eyes left.

"NO!" she screamed with all her might, as the last thing she saw was Spike's lifeless form laying in her stone hooves, before her eyes became encased in cold, hard darkness.

* * *

><p>"NO!" Twilight screamed as she threw off her bed covers and shot straight up.<p>

Twilight took very deep breathes, her heart still pounding in her chest from the fear and torment she had endured.

"Twilight?!"

Twilight looked up to the other end of her bed to see Spike standing there on one leg, while the other was in the air, looking like he was getting ready to kick something, while he held a silver hair brush in one hand, and a knitting needle in the other in a defence/fighting stance.

Twilight saw the look of worry, concern and surprise on his face. It took Twilight a while to figure out that she must have startled him out of his sleep due to her scream. By the looks of it, he also must have thought she was in trouble and grabbed the nearest things he could find to use as weapons. She then looked around to see she was back in her room in Canterlot, and by the look out the window, Celestia had lowered the sun slightly to make way for night time, as an orange and yellow glow filled the sky.

Twilight took a few more deep breathes, before her mind was finally able to make sense of the whole ordeal she had just experienced; it was all a dream, or more accurately, a nightmare.

Twilight smiled to herself and a few tears of happiness feel from her eyes. 'Thank Celestia it was all a dream.'

"Twilight?" Spike asked, lowering his 'weapons' and placing his other foot on the bed stand as he was confused by Twilight's sudden scream and her tears.

Twilight quickly wiped her tears away, so not to worry Spike any further. She then looked up at her assistant and steadied her breathing.

"It's ok Spike." Twilight reassured, "It was just a nightmare."

Spike stared at Twilight for a second, letting what she just said.

"Oh." He just said, as he got down from the bed stand, slightly embarrassed by the way he acted, before walking back to the stand where he got the needle and brush and putting them down.

He then looked back at Twilight and took a closer look at her; her eyes wet and blood shot from crying, and her body covered in sweat, probably in fear, and a normal 'nightmare' did that to her.

"Wellllll… that… must have been one hay of a nightmare." Spike finally said, breaking the silence that had filled the room for a while. "When you screamed, I practically jumped out of my scales; I thought you were in trouble."

Twilight gave a sweet smile to her young dragon assistant, happy that he took great concern for her as always.

"That's very thoughtful and sweet of you Spike. Thank you." Twilight said, as said dragon walked up to her.

"Well, that's why I'm here Twilight; to look out for you." Spike said with a smile and a feeling some pride in his chest.

Then his face turned to a quite concerned and serious one as he looked at Twilight.

"Seriously though Twilight, you really had me worried. I mean normal nightmares don't do that to a regular pony; let alone a princess. What exactly was your nightmare about?" Spike asked. He knew that twilight probably wouldn't want to talk about it, but he was worried that she may have more of these nightmares and that would bring problems for both of them. He figured it would be best to tackle now than later.

Twilight's face fell as he asked that question. She knew it was going to come sooner or later, but she really wished it didn't, she didn't want to worry anypony with her problems, but she knew that Spike was going to keep pestering her until she told somepony about it. Spike had been there for her when she needed help the most, and that nightmare showed her just how much she cared for him as a friend, no, as a son. She knew he was right; a princess shouldn't be afraid to speak her mind or concerns with her closest friends.

Taking a deep breath before exhaling, Twilight ready herself to recall all the fear and pain she felt just moments ago.

"Well Spike," She said, choosing to start from the beginning. "I dreamt that-"

Before she could continue, the whole tower began to shake as a loud stream of hooves and whizzing of wind came from outside Twilight's room. Before Spike or Twilight could wonder what was going on, the doors to the room were flown open as a rainbow streak came crashing into the floor, followed the forms of many familiar figures.

"Twilight?!"

Twilight and Spike were startled by the sudden door burst, but were more surprised to see her friends, the princesses and Discord making their way into the room, with concerned and worried looks on their faces. The blur had revealed to be Rainbow Dash, who picked herself off the ground with a dazed look on her face, one eye in the sky the other focused on her, before she shook her head and eyes back into place and turning back to Twilight.

"Twilight?!" Rainbow said, before she tackled Twilight, who yelled in surprise buy the sudden attack, back down on the bed. "Are you ok? Are you hurt? Did someone try to hurt you? Where's the slime ball? I'll pulverize him."

Before Rainbow could say any more, she was yanked off the bed by the tail by Applejack, who had the pegasus' tail in her mouth, with an annoyed look on her face. "Now Rainbow, stop harassin' Twilight and let 'er speak."

Rarity walked past the apple farmer and speedster and looked at Twilight with concern. "Oh Twilight, are you ok? We were busy repairing the garden with everypony-"

"Then we heard a loud "NO!" coming from your room in the tippy top of the tower, and we were all like "'GASP' Twilight sounds like she's in trouble! Is ok? Did she hurt herself? Is somepony trying to kidnap her? What's going on?" Pinkie Pie cut in, waving her hoofs in the air to exaggerate the point.

Fluttershy then stepped forward to talk. "We were really worried about you, so we put what we were doing on hold and came up as quickly as we could."

"You certainly gave everyone a fright, Twilight." Discord said, floating beside young alicorn in a doctor's costume, complete with clipboard and magnifying glass, as he began to examine the young alicorn's eyes, ears, and the rest of her body. He then placed a finger under his chin with a thankful hum, before poofing a pen out of nowhere and writing down a few things on it. "And by my observation… you seemed to have had quite of bit of a fright yourself."

He then poofed his pen away and showed everypony what he wrote on his clipboard. What was on it was instead a drawing of Twilight in bed with a scrunched face look, with a thought bubble overhead with many freighting images in it (well frightening to Fluttershy anyway).

The ponies stared at the picture for a few seconds with confused/disturbed looks.

"And… what are we supposed to be looking at?" Rainbow Dash, who had flown up into the air, asked, not getting what Discord was getting at, much to his annoyance.

"I think what Discord is trying to say is that Twilight may have had a nightmare during her period of rest, and what we heard was her reaction to it." Princess Celestia explained.

"Thank you Celestia, for clearing that up." Discord said, as he snapped his fingers, sending his doctor's costume and clipboard away in a poof.

"But ah thought Princess Luna was supposed to be preventin' nightmares from gettin' to folks. How can Twilight have a nightmare and Princess Luna didn't know a thin' 'bout it?" Applejack asked, quite confused about the whole thing.

"That's quite true." Celestia said as she turned to her sister for answers.

"Well… I'm, uh… I… am sorry sister, but I was busy helping all of you with the repairing of the Canterlot gardens, so… I couldn't stop with my task and…" Luna began with an uneasy look, but noticed that the others and her sister weren't, as the kids of this age say 'buying it'. Sighing in defeat, she decided to tell the truth. "I'm sorry sister, but I couldn't help Twilight with her nightmare because… I didn't know she was having one."

This caused everyone to raise their eyebrows in confusion at the Princess of the Night.

"You didn't know that Twilight was having a nightmare?" Fluttershy said, voicing everyone's thoughts.

"But… you're the princess of the night and dreams! Surely you could tell if Twilight was having a nightmare if she was asleep." Rarity asked, quite surprised as everyone else.

"Normally yes, even when I am occupied with another matter, I can still sense any nightmare regardless of who has them or where they are." Luna said, before continuing with her explanation, "However, I was completely oblivious to Twilight Sparkles' nightmare, I do not know why."

Celestia and the other were slightly unnerved by this information, mostly Twilight as she feared that she may suffer the same nightmare again. Celestia then turned to her former pupil and decided to ask on what had happened.

"Before we investigate further into these matters, we must first focus on the current problem." Celestia then walked up to Twilight's bed and stopped just by the stand. "Twilight Sparkle, can you remember what happened in your dream?"

Twilight's ears fell and she shrunk down into her covers. Telling Spike or one pony was one thing, but she was hoping she wouldn't have to explain it to the others; she didn't know if they could handle it. She looked at everypony's faces and saw that they were all ears and that they weren't planning on letting her lie or walk her way out of it.

Twilight sighed in defeat and decided to start from the beginning.

"Well, it started with me waking up in the Golden Oak Library."

Twilight spent the next half hour or so explaining her dream; how she woke up in the library and her friends going on a picnic to which Pinkie and Fluttershy didn't mind, what she saw when she left the library and the number of lifeless pony corpses which disturbed just about everyone, even Discord, how she ran to their 'special spot' and nearly had a mental breakdown upon seeing her friends lifeless and cold, scaring all of them including Applejack and Rainbow Dash when Twilight mentioned their twisted limbs, how she found Spike's grey body atop the hill which caused her to snap, scaring and saddening Spike upon hearing how devastated he made her feel.

"-and then when I felt that everypony was gone, the world began to be covered in darkness, leaving only me and Spike's grey body left." Twilight explained, nearly breaking into tears at remembering it.

"Stop! Stop! I don't think I can take it anymore!" Fluttershy cried, as she fell to the floor and cover her ears, with tears in her eyes.

"I must agree with Fluttershy, dear." Rarity said, as her own eyes were about to break out in tears. "I don't believe I can handle any more of the horror and tragedy you had to suffer. I think I'm very close to fainting."

"Now, now, simmer down y'all." Applejack said, trying to reassure the scared ponies, "If this darkness covered the whole dream, than that means that it's over, right?" Applejack gave Twilight a smile that said 'please let it be it'. Truthfully, she couldn't handle it any more than the others and was about to wrap a rope around Twilight's mouth to stop her, but refrained from doing so.

"I wish it was, AJ, but there's more." Twilight said, sad that she had to do this, but she had already done most of it, might as well finish it as she was nearing the end.

Pinkie Pie was cowering on the floor like Fluttershy, with her hooves covering her eyes. She found the beginning not too bad and thought it was going to be a silly nightmare like they forgot to bring the cupcakes, but when Twilight got to the really scary parts, her humour and happiness began to die down until it hit the zero when Twilight mention their beaten and lifeless bodies.

Rainbow Dash had tried to cover her ears with her hooves while her wings covered her eyes as she couldn't handle the nightmare, swearing that she was going to have something similar if Twilight continued. She began to get freaked out and scared when Twilight mention the sky being blood red and everypony's lifeless bodies, and finally had enough when she mention their bodies and her twisted wings.

While Spike tried to be brave by Twilight's side, he was beginning to sweat, shake and regret asking Twilight about her nightmare; he felt like this story was going to keep him up all night.

Only Celestia, Luna and Discord seemed calm, but inside they were surprised to hear such a nightmare and pitied that Twilight had to suffer it alone. Luna was the worst of the three, as she cursed herself for not knowing of Twilight's nightmare and doing nothing about it. Discord was sitting on the windowsill with a cup of tea in his eagle claw, enjoying/scared of the tale that Twilight was telling; he enjoyed the drama and the tragedy in it, but was becoming more disturbed as she continued. Celestia had mixed feelings; she was interested by the way Twilight's nightmare was structured, but was also equally disturbed by what was going on in it.

Steadying her breathing and readying herself, Twilight continued. "As we sat alone in the darkness, I called out to Celestia, Luna, Discord or any pony that could hear me, but there was only silence. Then I heard a bubbling noise from behind me and noticed that a part of the darkness was beginning to bubble and rise, like something was lurking underneath it. I didn't know what to expect so I backed away from it. Then something began to emerge."

"Was it a dragon?" Fluttershy asked, fearfully.

"No." Twilight answered.

"Was it a swarm of vampire fruit bats?" Applejack asked shakenly, as she pulled her hat over her eyes to brace for the worst.

"No." Twilight said, starting to shake a little as she remembered the power and fear that the creature possessed.

"Was it a vampire dragon?!" Pinkie Pie asked quite loudly.

Everyone turned to the party pony with raised eyebrows of confusion, while Rainbow and Rarity glared at her with annoyed looks.

Pinkie just gave everypony confused looks.

"What? They're real." Pinkie said in defence.

"No," Twilight simply said, as she continued with her explanation, the fear of her encounter coming back to her. "It first came out as a large arrow headed creature, before I began to rise out of the darkness further, revealing a sort of rocky mid-section and giant snake like tentacles that looked like it could snap a stone tower in two like a twig."

By this time, everypony was beginning to shake and quiver in fear, even Celestia, Luna and Discord began to sweat and turn slightly pale as the description of the creature unsurfaced some old memories.

"Then it opened its eyes." Twilight shivered in fear as she still felt the piercing gaze of those eyes. "Those eyes… They felt like he was staring straight through me and my soul, shattering whatever resistance to fear I had left. He spoke in a deep, dark and booming voice that seemed to echo across the whole void. He seemed to know what I was thinking as he claimed to be an enemy to ponies."

The mane 5 and Spike swallowed a lump in their throats at the description and cowered even more. Celestia, Luna and Discord also felt a lump in their throats, but steadied themselves, not wanting to cause alarm. After all, it was probably just a coincidence; there's no way this creature of been… him.

"He then said that he was one responsible for what I saw, and that it was a demonstration as to what he would do to anyone who defied him." Twilight paused for a while, swallowing the large lump that had been in her throat during the whole retelling of the nightmare. "Then there were these six lights glowing on top of his head. As they shone brighter and brighter he said that he had returned and that all of Equestria would know of his power…"

"The power of Undern Slate…"

SMASH

The young ponies and dragon were snapped out of there scared thoughts at the sound of the smashing of a tea cup and turned to the only one who had a hold of one during the whole story, but became more surprised and shocked by the look on his face; a look they didn't think they see on the spirit's face.

Discord was still sitting on the windowsill, but his eyes were wide, his pupils were diluted, his mouth was agape slightly, and the entire colour on his face was drained to a pale look. He didn't move or speak a word; he just stared at Twilight like she was a demon.

The ponies looked at each other in confusion, before looking back at the spirit in confusion.

"Hey, Discord." Rainbow dash said, getting a close look at the spirit's face. "You ok there? You look like somepony just went and said you were going to hit the bucket early."

Discord didn't reach to the comment, but a one word did leave his still agape mouth. "Celestia…"

The others were confused by this and turned to said sun princess and Princess Luna, but were startled to what they saw.

Like Discord, the two sisters had their eyes were wide open, their pupils had shrunk and narrowed, their mouths were agape slightly, and all the colour on their faces had fled leaving behind a pale yet terrified look.

"Celestia?" Twilight asked, terrified about the princess' sudden reaction. Had she said something she wasn't supposed to?

"No… It can't be…" Her frightened and equally paled voice seemed to scare everypony more than Twilight's nightmare.

The three remained frozen in fear, until Celestia took a deep breath, forced a serious face on her muzzle, and said "Luna, Discord, Come!"

She then turned to the door and trotted towards it, just as Discord and Luna snapped out of their paralyzed trances and turned to the princess of the sun.

Discord snapped himself to Celestia's side, a still fearful look on his face. "Celestia! You don't suppose Twilight's nightmare was actually…"

The fear in the draconequus' voice and the seriousness on Celestia's face seemed to scare and confuse everypony even more. What were they talking about, and what did this have to with Twilight's nightmare?

"We won't know for certain until we've seen for ourselves." Celestia said seriously, without turning attention to the spirit that floated beside her.

Luna looked back at Celestia as she was nearing the door.

"He… He can't be free!" Luna yelled in fear and shock.

Celestia stooped just outside the door, looked back at her sister and calmly said "Hopefully, the seal is still intact and Twilight's nightmare was just that; a nightmare, nothing more, nothing less."

Luna just nodded and trotted over to the other side of her sister.

The two sisters looked at each other with a serious and knowing look and nodded in some silent understanding, before Celestia turned to face Discord, who had the same serious and knowing look on his face, and both nodded in the same silent understanding.

Celestia then faced forward and said "Twilight, you, Spike and your friends are to stay in your room until further notice, understood?"

This confused and surprised Twilight and the others as the princess gave them the order.

"What?" Rainbow Dash yelled in shock and confusion. "Why the hay should we?"

"Because I order it." Celestia stated calmly yet seriously, making Rainbow flinch and lower herself to the floor.

"Whoa nelly." Applejack said to herself. Sure, she seen the princess get angry and serious, but she's never seen her this serious before, and by the sound of her voice, she sounded… scared. She didn't know why, but it appeared that Twilight's nightmare wasn't just a regular old nightmare.

"But princess, what is this about?" Twilight asked, as she got off her bed and walked up to the princess, completely confused by the princesses and spirit's sudden change in behaviour. "Does my nightmare mean something?"

Celestia tensed up and remained silent for a second, before answering. "We're not sure yet. But until we do, you and your friends will remain confined to your room until further notice."

"But why? Why can't I help?" Twilight asked. She wasn't angry, just confused. What did they know that she didn't?

"Because we do not need you at the minute..." Celestia was trying hard to keep her calm voice in check, but it was obvious that she was beginning to lose her composure.

"But me and my friends have help Equestria many times before, why can't we help-" Twilight was also beginning to lose her patience for an explanation for her nightmare, but before she could ask why-

"Because I have said so, and you shall follow that command is **THAT UNDERSTOOD, TWILIGHT SPARKLE**?!" Celestia yelled in the royal Canterlot voice as she loomed over her former pupil, anger and impatience in her eyes, startling and scaring Twilight and the other ponies.

Twilight was terrified at the minute, perhaps she had taken her princess persona too far or she was too pushy in her curiosity. She shrank back down until her belly was touching the floor, her terrified eyes never leaving the princess'.

"Y… yes… princess…" Twilight whimpered, as she slowly back away from the sun princess, whose eyes followed her until she bumped into the end of the bed rest.

Celestia then turned back to the door and walked out of it before saying one last thing to the ponies and her former pupil. "I'm sorry Twilight, but this is something we have to confirm for ourselves first."

She then closed the room's doors behind her and her sister and Discord, leaving the six mares and the young dragon locked in a room of silence.

Nopony said anything for a while, still trying to take in what had been heard and said, until Applejack tried to lighten the mood, seeing as they going anywhere anytime soon.

"So… Twilight?" the orange earth pony asked her lavender alicorn friend, who had gotten up from the floor just stared at the door her mentor just left out of. "How exactly did that nightmare of yours end?"

Twilight said nothing for a few minutes, as she was too ashamed at the way she acted and scared the way Celestia was a moment ago, before deciding to answer her friend's question.

"I was turned to stone."

* * *

><p>"Have any 3s?" Pinkie Pie asked, holding a set of cards in her hooves.<p>

"Nope, go graze." Spike replied as he held his own set of cards in his claws.

It had been a few hours since Princess Celestia had left with Luna and Discord and ordered Twilight and her friends to stay in her room until they got back, as evidenced by the moon high in the sky and the dark night covering it in a blanket of stars, and the group had decided to occupy themselves for the time being.

Rarity was sitting by the nearby table with a pen in her mouth and some paper in front of her with new fashion ideas, Rainbow and Applejack were both struggling and turning red in the face as they tried to force the others hoof down their side, having a hoof-wrestling competition to see who was the strongest, and so far it 9-8 to Applejack, Pinkie Pie, Fluttershy and Spike were having a game of 'go graze', with Pinkie wining the first three rounds, leaving Twilight looking through many of the books in her room.

Ever since the Princesses and Discord had a change of attitude when she mentioned her nightmare and the creature, who she deduced as this 'Undern Slate' character, she began to wonder who exactly Undern Slate was, so she dived into her books, hoping to find some information or at least a clue as to who or what he was and why his name seemed to scare Celestia witless. Unfortunately, all her searches proved fruitless as the stacks of books beside reach quite high up to the celling and at least 2 to 3 books remained on the books shelf.

Applejack and Rainbow had finally dropped from the lack of energy or strength to continue their match and turned to see the mountain of books Twilight had just through. They then saw Twilight groan and toss another useless book onto the pile, before using her magic to levitate another book with a blue cover to her face.

Sharing a glance with each, Rainbow Dash and Applejack silently agreed to find some way to get Twilight to stop her reading before she hurt her eyes. They both looked back at the alicorn princess with worried looks.

"Ya know Twilight; you could try giving those books a break and do something more… I don't, fun." Rainbow Dash said, deciding to speak first.

"Well, this is my idea of fun; studying." Twilight simply said, without turning to look back at the two athletic ponies.

"Twi, we know that yer pretty upset with the way you acted, and we understand that you were just curious as always, but maybe ya should listen to Rainbow and give yer eyes a rest." Applejack said with concern in her voice. She also had a feeling that there was something else to that nightmare and the Princesses and spirit weren't telling them the whole story, but after seeing Celestia blow her lid with Twilight, she was more concerned as to how Twilight was dealing with it.

"I thank you for concern, Applejack." Twilight said, her eyes still glued to the book she was reading. "But I know that my nightmare wasn't just a nightmare and Celestia is hiding something from us. If I can find out something about this 'Undern Slate' I can get a better understanding as to what's going on, or what's about to happen."

"Trust us darling, we all feel the same, but if Celestia has told us to stay out of the way, then it means that this is something that we just aren't ready for." Rarity said, overhearing the whole conversation and turned to look at them, the pen she was using was floating by her head with her magic.

Twilight then stood up, dropping the book she was reading turned to face the others, and began to walk towards Rarity with an unhappy look.

"But _I'm _the one who got the nightmare!" She said loudly with annoyance. "_I'm _the one who saw that thing and what he had done! If Celestia doesn't want me to help or get involved with whatever's happening, how come I'm the one who got the nightmare?" Rarity leaned back, her hoofs rested on the table behind her and supporting her, as Twilight got really close to her face, their horns touching each other.

"Well, maybe… I, uh…" Rarity tried to say, quite scared by the look Twilight was giving her and the invasion of personal space.

Before she could think of something to calm her friend down or before Twilight could argue again, the lavender alicorn was yanked away from the designer by the tail, which was pulled by Applejack.

"Now hold on their Twilight." Applejack said through grit teeth, before spitting out Twilight's tail, with an irritated look on her face. "Listen, we all know you're upset and confused by what's happened recently, heck, even ah'm confused by what's goin' on and annoyed that nopony's tellin' us what's happenin'. But it doesn't mean ya can just go and take ya frustration on ya friends; it means you should try and listen to ya friends who are just tryin' to help ya."

A sad looked appeared on Twilight's face as she took in what her country friend was saying. She then looked at the others and saw Rainbow's, Pinkie's and Spike's worried looks and Rarity's and Fluttershy's scared looks. She then looked at the floor with a shamed look as she realized that Applejack was right; she may be annoyed about not knowing what was going on, but that didn't mean she had to take it out on her friends.

She stood up from the floor, although her eyes stayed lowered at it, and then turned to Applejack before addressing to her friends.

"You're right Applejack." Twilight said, her eyes and head still pointed towards the floor. "I'm sorry everypony, I let my emotions and worries get the best of me. I shouldn't have taken that frustration out on all of you. I'm sorry."

The other ponies smiled at their friend's honesty, happy that she decided to tell them what had been bugging her. Applejack placed her hoof under her friend's chin and lifted it up so their eyes met, before the farmer wrapped her arms around the lavender alicorn in a warm and friendly hug.

Twilight smiled at her friend's forgiveness and kindness and returned the hug by wrapping her hoofs around the farmer.

"GROUP HUG!" Yelled Pinkie, as she wrapped her own hooves around Twilight and Applejack, before the others walked over and wrapped their own hoofs/claws around the others, before they were all part of one big group hug.

"Princess Twilight and friends." A male voice from the direction of the door.

The group opened and turned their eyes towards the door to see two royal stallion guards in their gold armour standing in the opened doorway; one was a dark greyish-brown pegasus, while the other was a caramel brown unicorn, with serious looks on their faces.

After the awkward moment and when the group broke apart, the unicorn stallion cleared his throat before speaking.

"The Princess would like to see you in the throne room, now."

* * *

><p>The large golden doors to the throne room in Canterlot opened to the Mane 6 and Spike, revealing Princess Celestia sitting on her throne facing the door with a serious look on her face, with Luna sitting next to her with the same expression.<p>

Twilight swallowed a lump that had been in her throat on the way down to the throne room, as she and her friends slowly made their way in with their heads and eyes downcast. Twilight began to fear that the way she behaved had made Celestia deem her unworthy of being her presence and was summoning her to the throne room to banish her from Equestria.

The others were not as dramatic or as worried as that, but they were scared that Celestia was still mad at Twilight for speaking out against her and brought her down to punish her. They agreed that if things were as bad, or worse, as they thought, they would step in to defend their friend if they needed to.

As the 6 mares and baby dragon passed by the glass stained windows of past event, the most recent being related to them, they stopped at the base of the throne and bowed to the Princesses, who looked down at them with their stern eyes.

After a brief silence, Twilight decided to see if she could still make amends by apologizing for her actions.

"P...Princess, about what I said before… I'm-"

"I'm sorry."

Twilight's eyes widened in confusion and looked up at Celestia to see sad look on her face. The others were also confused by the look on the sun princess' face, while Luna had an understanding look on her face as she glanced at her sister.

"Ex…cuse me?" Twilight asked, puzzled as to what the princess was apologising for. Hadn't she been the one that spoke out against her?

"I'm sorry for getting angry with you a while back Twilight." Celestia said. She had already discussed this with Luna a while ago; Twilight was already wrapped up in this, might as well tell her everything. Taking in a breath, she calmed her nerves and kept her mood as cool as possible. "After hearing of your nightmare and the creature you encountered, it brought back terrible and sad memories from a time long ago. I was scared and feared that your nightmare was only just a nightmare."

"Only 'just' a nightmare?" Rainbow asked, confused as to what the princess was sating. After what Twilight had told them, how can it be anything but a nightmare? "I don't see how something like what Twilight had could be anything else but a bad dream."

"A very bad dream." Rarity added. She also didn't see how Twilight's nightmare could be special; apart from the fact that Princess Luna couldn't sense and that just from being told of it will leave her having similar nightmares for weeks.

Celestia and Luna exchanged a look and nodded in agreement, deciding that Luna should explain what they knew.

"As you all know, now that Twilight Sparkle has become a princess, she has been given a lot of duties and abilities that come from it." Luna said.

"Like getting wings." Applejack said.

"Being able to fly." Rainbow Dash said.

"Having to attend royal meetings." Fluttershy added.

"Getting her very own castle." Rarity said.

"Getting to eat as many treats as she wants." Said Pinkie Pie, with a goofy smile. Her smile fell when she noticed that everypony was giving her weird looks. "What? She's allowed to, isn't she?"

"Anyway…" Luna said, deciding to get back on topic before they fell off track. "One of the many gifts that Twilight is granted is the ability to receive visions of future events; be they ones of prosperity and good, or those of catastrophe and darkness."

"And y'all think that that nightmare Twilight was one of those visions?" Applejack said, starting to get on where the princesses were going with this.

"Yes, although we hoped her first vision would be less dire than the one she just witnessed." Luna explained, wearing a face of sadness and uncomforting.

"But… but I don't get it?" Twilight said, still not understanding what her nightmare meant or why the princesses were so scared of it. "What does it mean? Is Equestria in trouble? Does that creature have something to do with it?"

Celestia stayed silent, as did her sister, for brief second to gather the words needed to explain what she was going to discuss with them.

"If your nightmare turns out to be true, then yes; I fear all of Equestria may be in grave danger." Celestia said, unnerving the young ponies and dragon. She then looked down at Twilight. "You remember the creature you encountered, yes?"

Twilight nodded, taking in what Celestia was saying and preparing herself for what she was going to say.

"His name was and still is Undern Slate." Celestia said.

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><p><span><em>Next Time: Chapter 2: Unden, the Monster of Disharmony! Discord's futile Struggle!<em>

"_Out of all the threats to Equestria, Undern is by far the greatest threat in existence." Celestia said, her face turning dark as she remembered the strength and power he had possessed in the days of old._

"_DISCORD!" Everyone yelled in shock, surprise and fear, his still form remained still and continued to bleed._

"_What form of trickery is this?" Roared Tirek, pointing to the creatures before, demanding an answer._

"_You forget…boy. I taught you… how to master your magic… as I did with Celestia… Luna… Starswirl… and many others in the days of old…" The cloaked figure weakly breathed out, the cold air turning his breath into a steamy mist._

"_Still… as strong as… ever I see." Discord groaned as he struggled to get up on his feet, as the pain in his chest grew with every struggle._

"_What… WHAT THE HAY WAS THAT THING?" Rainbow said, as he brain struggled to register what she had just witnessed._

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><p><strong>And that is chapter 1 of Quest of Disharmony. Expect to see chapter 2 by next week or somewhere around that time. Also yes, I know that chapter 1 didn't have one of the lines from next time, but I decided to save that for the next chapter.<strong>

**Also, for those of wandering why I chose Undern Slate is because 'Undern' is the opposite of Twilight, being between daybreak and noon, while 'Slate' is an opposite of Sparkle, therefore making Undern Slate a dark, malicious version of Twilight Sparkle (except for the fact he's also a giant squid creature, but moving on).**

**Please review and comment on what you thought; I'm sort of lacking reviews to answer or thank for at the minute.**

**See you soon! :]**


	3. Chapter 2: Discord's futile Struggle!

**Here's Quest of Disharmony chapter 2. Learn more about Celestia's past with the creature known as Undern and see just how dangerous he is, even without his full power restored.**

**Sorry about the wait, I've been lacking a bit of motivation this week due to college work and driving theory last week. Passed by the way. ****J**

**Also, thank you for your reviews and comments; I appreciate them… most of them anyway.**

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><p><span><strong>Part 1: Chapter 2: Undern, the Monster of Disharmony! Discord's futile Struggle!<strong>

"Undern Slate?" Applejack said in confusion, repeating the name of the creature Celestia had just mentioned.

The 6 ponies and young dragon where in the Canterlot throne room with Celestia rested on her throne, with her sister, Luna, sitting beside her, to discuss the nightmare that Twilight had suffered earlier that day.

"Yes, Undern Slate; once a good friend, now a horrid ene+my to Equestria." Luna said, her calm yet serious face never waving in the slightest.

"But I've gone through every book in my room; story books, history books, research books, even the books young foal books, and couldn't find any mention of this Undern Slate." Twilight explained, quite confused on why the Princesses would be scared of a creature that doesn't even appear in books for babies.

"If this Undern Slate fellow is so dastardly and dreadful, how is it that nopony has ever heard of him or that there is no book or proof related to him?" Rarity asked, just as confused and curious as Twilight.

"Yeah, if this guy is so scary, why haven't we heard of him?" Rainbow Dash asked, as she flew into the air and hovered in place, with her hoofs crossed over her chest.

"Because Undern was so dangerous and evil, we had to remove every trace of his existence from history, to prevent anypony of learning of him and his powers." Celestia explained with a serious expression and voice.

Fluttershy squealed slightly as she shrunk slightly to the ground. If this Undern was so dangerous that the princesses had to erase his name from Equestria history, then he must have been super scary as well.

"Yikes!" Pinkie Pie exclaimed. "Somepony so bad that you had to get rid of his name from _every _book in the world? Whoever this Unbun Slay guy was, he must have been one real bad person."

"Bad? Bad! Think of the worst person thou have met in thy life and multiply them by 100!" Luna exclaimed, shocked that a mere pony would call one of the greatest threats in Equestria 'bad', while also surprising the ponies and dragon with her reaction.

"Out of all the threats to Equestria, Undern is by far the greatest threat in existence." Celestia said, her face turning dark as she remembered the strength and power he had possessed in the days of old.

"In existence?" Twilight raised her voice in surprise. And she thought Tirek was the biggest threat in Equestria that the princesses had to face, was this guy even worse?

"Whoa Nelly!" Applejack said loudly, startled by the way the princess of the night reacted to a simple description of 'bad' and princess of the sun's view on the guy's power. "This Undern Slate fella must have been one nasty pony to have 'bad' considered an insult to him and to have all of Equestria doom because this guy is existin' and all."

"Undern Slate isn't a pony, Applejack." Celestia said, surprising the ponies once again.

"T…then w-what exactly… w-was h-e?" Fluttershy asked fearfully, already finding this Undern Slate scary just by listening about him. She wondered what kind of creature could invoke such fear and serious in the princesses like this.

"Undern Slate is a kraken, young Fluttershy." Celestia answered.

This caused Twilight's eyes to pop out of her head and her mouth to nearly drop to the floor.

"A K… A KRAKEN?!" Twilight suddenly yelled in surprise, startling and confusing the ponies even more. Strangely there was a smile on her face.

"A Kraken?" Spike said to himself, while scratching his chin. He recalled hearing that name before from a long time ago, back when Twilight used to tell him stories about the different creatures in Equestria when he was an infant. "Didn't you use to tell me about a long time ago, Twilight?"

"Yes I did. Ohmygosh, ohmygosh, ohmygosh! I thought Krakens were stuff of legends, but to find out that a real one's alive it just so, so, so…" Twilight began to jump around like Pinkie as she could barely contain her excitement upon this discovery.

She soon remembered the seriousness of the situation and who were present, before she stopped in mid-air and took note at everyone's expressions; her friend's and Spike's confused/disturbed look and the Princesses' non-amused looks.

She smiled nervously as she realised that she just made a fool of herself, and chuckled just as nervously before lowering herself to the floor and lowering her head down to the floor. "Ahem… Sorry…" She said quietly.

After Twilight had calmed down and lowered herself to the floor, Applejack looked back at the princesses. "And just what the hay is a 'kraken'? Cause ah've never heard of somethin' like that."

Turning her eyes away from her former student, Celestia decided to answer the apple farmer's question

"Krakens were once a race of giant squid like creatures that easily shadowed the size of large galleon ships and plagued the oceans of Equestria long ago, back when me and Luna were but small fillies." Celestia explained, recalling the era of when the Krakens roamed the oceans of Equestria. "With their large tentacles and mastery of the manipulation of water and storms, they ruled all the seas across the planet; crushing any ship that crossed their way and devouring any supplies they could obtain."

Fluttershy squeaked in fear as she quietly and slowly hide herself behind Rarity for protection and comfort. These creatures sounded more terrifying and dangerous than dragons.

"My goodness." Rarity said, quite surprised and shocked that such creatures once swam in the seas of ancient Equestria. She shuddered at how troublesome it was for the ponies in that time.

"You mean these guys could control the weather like pegasai?" Rainbow Dash asked, quite surprised and nonbelieving that any creature but they could control the skies of Equestria.

"Well, the krakens used their magic to create storms to hinder the movements of ships and fraught the flying of pegasai for entertainment and to sink them, rather than to help Equestria." Luna explained, which caused Rainbow to fume at the thought of someone, other than pegasai, controlling the weather for their own gain rather than for everypony else.

"Whoa, if that's their idea of having fun, then these guys must have been big meanies." Pinkie Pie said, quite cross with the way krakens had 'fun'.

"The krakens didn't care much for creatures of Equestria, seeing many of them more as playthings and food than anything else. However, there was one kraken that was different from the others." Celestia explained.

"Undern?" Twilight asked.

"Yes. Back then, he was once a kind and gentle creature, who wasn't as big or as threating as the other krakens, but his magical power and knowledge was far greater than theirs. However, krakens prided themselves in size and strength, and saw Undern as a disappointment, so they ridiculed him and bullied him because of how he was. He eventually left the oceans to explore the land of Equestria, to learn more about magic and the creatures living in it."

"It was then that he met our mother, the Queen of Equestria, who listened to Undern's tale and took pity on him. After seeing how gifted he was with magic, as well as his vast knowledge of magic, she invited him to live in our kingdom and help her study the magic of our world and the creatures living in it. He discovered that pegasai were able to walk on clouds and control the weather in the skies, that earth ponies had a special connection with the land and that unicorns could use magic in many ways that the other ponies could not. He even taught many how to use and control their magic and abilities, and he specially tutored those who showed a great gift in magic such as myself, Luna, Discord, even Starswirl."

Twilight's ears perked up at this, as she quickly stood up and looked at Celestia as if she was joking. "He taught Starswirl, _the _Starswirl the bearded, the most famed unicorn in Equestria history, how to use his magic?!"

"Why yes. Undern came across Starswirl many years ago, and sensed that he possessed a very powerful and unique magical gift, and offered to tutor him at the castle. When Starswirl was told of his unique abilities, he immediately jumped at the chance and began attending his lessons every day." Celestia explained, knowing how much Twilight admired Starswirl and knew she would be happy to hear this.

However, the other ponies were more surprised by another one of Undern's pupils.

"That Undern guy help Discord to use magic?!" Rainbow Dash asked surprised and shocked to realize that Discord's magic was taught to him by an evil even greater than himself.

"What the hay was this guy thinkin'? Discord's the spirit of chaos, how could he teach that varmint on how to use magic?" said Applejack, just as surprised and shocked as Rainbow Dash.

"Back then, Discord was just a harmless little prankster, around Celestia's age in that time, with nowhere to go." Luna explained, trying to clear up on what they had just learnt. "Our mother felt sad for him and took him in. Undern saw the potential magic within him and offered to help him control and use it."

Rainbow and Applejack shared a look that said 'Sad? For that guy?' but chose to say nothing, as not to disrespect the princess' mother.

"Really?" Fluttershy said. She then tried to imagine and young baby Discord, and blushed and 'awed' to herself at the mental image.

"Wow! I didn't know you and Princess Celestia needed a magic teacher when you were kids." Pinkie Pie said to Luna quite surprised to hear that the big bad guy they were talking about was the one who taught the two princesses how to use magic.

"I'm just as surprised as you are, Pinkie." Rarity agreed with her friend, before turning to the princesses. "I didn't know that the magic you have been using over the years was taught to you by somepony that wasn't even a pony."

"Yes, Undern was great teacher back in those years, and he was just as kind as he was wise." Celestia said, smiling back as she remembered those days when she would turn up to a lesson in the library and see Undern's yellow glowing eyes smiling down at her.

"So if this guy was such a great magic teacher and a friend, why's he trying to conquer Equestria? Did he and the queen have some sort of 'falling out' or something?" Rainbow asked, not understanding why they were saying this guy's existence was a threat one minute, then he was the greatest and kindest teacher they had the next.

Celestia's smile suddenly vanished as Rainbow as that, remembering the tragedy that followed not many years earlier.

Twilight knew by the look on her face that she was remembering something painful, and feared that they were bringing up bad memories of the past.

"Celestia," Twilight said with a concerned look and equally concerned voice, getting the older alicorn's attention. "If it's too painful for you to say, you don't have to tell us, we understand."

Celestia smiled at the young alicorn for her kindness and concern, but she took in a deep breath and continued. "Thank you for your concern, Twilight Sparkle, but this is something you must know."

"Everything seemed peaceful and everypony believed that Undern's discoveries would bring a new area of glory and prosperity for Equestria. However, one day our mother and Undern came across a mysterious yet powerful object, one which seemed to harness the power of Harmony itself and spread it throughout its roots."

"The Tree of Harmony…" Twilight said, as she realized what Celestia was saying.

"The Tree of Harmony? But I thought you said that you and Luna discovered the tree and the Elements when you trying to find a way to defeat Discord?" Rarity said, remembering on what Twilight had told them during the whole 'Everfree Forest' invasion.

"We only knew of the tree and the elements from stories our mother told us of when we were little, and were only shown it by Starswirl after our mother's… passing, we had no knowledge of where it was or how powerful it was." Luna explained.

"Yes, only our mother and Undern knew of the Tree and the Elements and the power they possessed at that time." Celestia said, continuing with her story. "After which, Undern began to spend more time studying the tree and the elements and how they worked. He then began conducting a series of tests to see if he could create perfect replicates of the elements, so that everypony may possess their own set of elements, which would be a giant leap in magical development."

Rarity's eye seemed to sparkle at the idea of having the idea of having her own personal set of Elements of Harmony.

"Your own personal set of Elements of Harmony, huh?" Rainbow Dash said, as she rubbed her chin with her hoof and looked to the ceiling in thought. She then laughed to herself at the idea. "Now that would be awesome."

"He tried to create his own Elements of Harmony?" Twilight asked in disbelief. She didn't know if such a thing was possible.

"While his intentions were pure, I'm afraid his hopes were very naïve." Celestia explained, her expression turning grim. "While trying to transfer the power of the elements into 6 replicated crystal shells, the elements looked deep into his heart and found anger, hatred, sadness, cruelty and darkness from the years of abuse and discrimination he suffered at the hands of his people, and took that darkness and placed it in the empty element replicas along with a copy of their power, which gave birth to the dark and malicious versions of the elements; the Elements of Disharmony."

"The Elements of… Disharmony?" Fluttershy said fearfully, scared of what the princess had just said.

"Yes. While not the elements themselves, the Elements of Disharmony are the exact opposite to their benevolent counterparts, instead powered by the chaos and darkness within creatures." Luna explained, shuddering in fear as she remembered the dark vide she sensed when she first laid eyes on those accursed objects. "The Elements of Disharmony consisted of Dishonesty, Cruelty, Fear, Greed, Disloyalty and Darkness, and unlike their harmonic counterparts, their powers were insidious and lethal to any and all who they were used against."

"Once created, the dark elements twisted Undern's mind and body, granting him the strength and power that far surpassed any kraken in the sea, and then, using the powers of the Elements of Disharmony, he returned to his homeland in the ocean and used his new dark powers to near eradicate his entire race to close extinction." Celestia explain, without hesitation or fear.

The ponies and dragon were horrified and shocked by this as they gasped and their eyes widened in shock.

"He nearly killed his whole race?!" Rainbow Dash yelled in confusion, fear and anger, as her wings opened and flared in fury.

"Ah understand that his folks may have treated him like sour milk, but that ain't no reason to kill every last one of em!" Applejack yelled in equal anger and fury, and looked like he wanted to find this guy and buck him clear in the face.

"Here here!" Rarity yelled in agreement. "Just because his family treated him poorly for how he was born does not mean he had the right to kill them!"

Fluttershy was on the floor, close to breaking into tears at the tale. She couldn't even imagine what it was like to watch as one creature slaughter his own kind out of anger and hatred.

Pinkie Pie was trying to calm Fluttershy down and cheer her up, as she saw she was nearly close to crying. She was quite shocked and angry with what this Undern guy did to his family, but her desire to not see her friends cry was stronger than that.

Twilight said nothing as she let what the princess said sink in to her mind, using her breathing to keep her emotions and mind in check. She couldn't believe it; how could someone who had such a kind heart and such a vast knowledge of magic let his anger get the best of him. She was terrified to realize that such powerful and dark relics could do that to someone.

"I understand your anger and we know that Undern would never have done something like, but the Elements of Disharmony corrupted his mind as well as his heart, filling them both with darkness and hatred." Celestia explained, trying to calm the pony's nerves and temper. "Once our mother learned of this, she too was both horrified and disgusted as to what Undern had become and tried to stop him, but the Elements of Disharmony had strengthening Undern's magic to an even greater degree than our mother. With little hope left, and with the fate and happiness of her subjects and family at stake, our mother harnessed the powers of the tree and the elements and used their power to seal Undern in the deepest, darkest depths of the oceans, where he would remain for all eternity."

"But if he's supposed to be trapped down there for eternity, why has he just suddenly returned?" Spike asked confused as to why the princesses were telling them this now, and why this was all happening now.

"After Twilight told us of her nightmare, Celestia, myself and Discord left to where Undern was supposed to be imprisoned in hopes that it was only just a nightmare." Luna explained. "But after we got there we found that the stone seal that kept him imprisoned was open and a large amount of dark magic radiated from inside, which showed that despite his imprisonment, Undern had patiently waited in his cell while he used the Elements of Disharmony to gather enough strength to escape."

"And how long has this guy been locked up for?" Applejack asked, curious as to how patiently he waited.

"Undern's corruption and sealing happened back when me and my sister were both fillies, so it was around…" Celestia said, as she rolled her eyes to the ceiling trying to remember how long ago he had been sealed away. "F…five thousand years ago, if memory serves me right."

This shocked just about everyone but the royal princesses, as their eyes widened and their mouths dropped.

"FIVE THOUSAND YEARS AGO?!" Twilight, Spike, Pinkie and Rarity yelled in unison, mostly shocked about the princess' age, each one for different reasons of course; Twilight and Spike because they didn't know the princesses were that old, Rarity because she didn't know how the two of them could be so old yet look so graceful and young, and Pinkie Pie because it meant they had five thousand birthday parties! There had to be an Equestria Record for that.

"THIS GUY WAS BOTTLE AND SEALED FOR TWO THOUSAND YEARS, AND HE'S ONLY _JUST _WOKEN UP, NOW?!" Applejack didn't know understand how some evil bad guy could just patiently wait in a cell for seven thousand years, and just wake up now.

"WHY IS IT THAT ALL THE BAD GUYS SEALED/BANISHED ALAWYS GET OUT OR RETURN WHEN WE LEAST EXPECT OR WANT THEM?!" Rainbow Dash yelled in anger, annoyance and shock.

"My goodness, krakens can live for that long?" Fluttershy asked in surprise. She then got strange looks from her friends and was confused by them. "What? I was quite surprised by the number and wondered if krakens could live that long."

"Krakens indeed have a long longevity, Fluttershy." Princess Luna explained, deciding to calm everypony down, before things got more complicated or out of control. "However, he is also able to survive that long because of the Elements of Disharmony, which feed on the negative emotions of others, especially fear and despair."

"With everything that's happened in Equestria, I wouldn't be surprised if he got a whole buffet out of it." Rainbow said, as she recalled all the times there have been fear and despair in Equestria because of some big evil.

"Yes, however, we also discovered something else; something that may have released Undern earlier than anypony hoped for." Celestia said, gaining confused and questioning gazes from the mares and dragon. "We also checked the seal that held Undern inside his prison and discovered that the seal had been broken by a powerful burst of magical energy."

She then turned her eyes to Twilight, who looked confused as to why she turned to her. She then looked over at Luna, who had the same look as her sister, and then she turned to her friends and Spike, whose eyes began to widen and mouths open slowly as they seemed to understand what the princess meant.

"Why is everypony looking at me like that?" Twilight asked, still not understanding why everypony was looking at her for.

"Uh… Twilight?" She turned to Spike's voice and saw that he was holding his index finger up to the ceiling like he was going to say something. "Remember that… 'Thing' you did this morning?"

Twilight was confused by what the little dragon meant, until she remembered that magical burst she unintentionally unleashed during the celebration. She then put her mind to work, until she finally put the pieces together, and her eyes widened in shock as the realisation hit her in the face like a ton of bricks; the magical burst she unleashed must have reached Undern's seal and broke it. She had inadvertently released the worst evil upon Equestria when she wasn't even trying.

"It's…my fault?" Twilight said to herself as the guilt and pain of what she had done had begun to sink in to her mind, as she lowered her head and stared at the ground.

Celestia knew that this would happen, and quickly got off her throne and walked down the young alicorn, before bending her head down to her level. "It was not your fault, Twilight." She said, trying to calm the young mare's nerves as she knew that this would happen. "The magic you released was unstable and uncontrollable to you at the time; there was no way for you to know that this would happen."

"My sister is correct, young Twilight." Luna said, as she walked down the throne stairs and stood next to her sister, as she too looked down at the young alicorn in concern. "The magic you released was not in your control and was too powerful for you to keep in check. In truth, the fault is ours for not taking note if any of the magical power you used to vanquish Tirek still remained in any you or not."

Twilight raised her head and her eyes to the princesses with some loose tears falling down her cheeks, and although they could still see that she was upset about her part in Undern's return, part of the guilt had been lifted from her shoulders, revealing her of some of the stress.

"Yeah, Twilight," Rainbow said as she landed next to her friend and wrapped a hoof around her waist in comfort, with a smile on her face. "Like the princesses said, the whole thing was a wild stunt you couldn't get a hold of."

"And none of us would ever blame ya for what happened." Applejack said, voicing her own reassurance.

Twilight smiled at the faith and loyalty of her friends, as they began to crowd around her and embraced each other in a group hug. Twilight's tears of sadness and guilt turned to happiness as she felt lucky that she had such loyal and forgiving friends.

The princesses also smiled at the warm gesture, relieved and happy that Twilight's friends were here to reassure their friend and relieve her of the stress, guilt and doubt she had a moment ago. They were happy for her and were about to tell her not to worry too much about the situation, until-

SMASH!

All eyes widened in shock and heads turned to the sound of shattering glass to see the world go into slow motion as the sight of colourful remains of one of the stain-glass windows, namely the one which told the story of the sisters' victory over Discord, and a bloodied and beaten object go flying towards the centre of the room.

With the world still moving at 1/8 of its natural speed, the onlookers were able to make out the shape of the mysterious object; which had a long brown furred snake body covered in cuts, scrapes, bruises and stained in dark crimson stains, while its grey furred head was just as beaten and broken as the rest of the body missing one deer antler. Upon seeing the figure more clearly, all their eyes widened and their mouths fell in shock and confusion, while Fluttershy's and Celestia's pupils shrank in fear and their mouths fell more than the others, as both the body and glass shards landed heavily on the ground, shattering the broken shards of glass even more and allowing the broken and battered body of Discord to land on the floor before sliding to a stop on the over side of the room.

"DISCORD!" Everyone yelled in shock, surprise and fear, his still form remained still and continued to bleed.

Everyone immediately ran over to the fallen spirit of chaos to see if he was still conscious or if he was still breathing. As they gathered around him to see if he was somewhat ok, Celestia and Fluttershy dropping down to their knees as they were the most concerned about him, they took the opportunity to see how bad his injuries were, and frankly, they wished they didn't. Discord's entire mismatched body was covered in cuts, slashes, bruises and their patches of crimson red staining his fur and it's still liquid form was leaking from his mouth, streaming its way across the tile floor.

"Discord? Discord!" Luna shoved the spirit's still form, trying to see if this was real or another one of his pranks; although the shocked and frightened look on her face said that she knew he wasn't faking it. "If tis is another of thou's joke, we are not amused!"

Pinkie laughed nervously, also trying to convince herself that this was just another of Discord's jokes. "Yeah, Discord… We get it, very funny, you stop now…" Discord's form still didn't move, causing Pinkie's nervous smile to fade and form into a frightened frown.

"He's seriously ain't faking it…" Applejack revealed quietly in disbelief as she looked over Discord's wounds, dipping her hoof into the small stream of blood on the floor and bringing it up to her face to get a better look at it. "He's really bleeding… that's actual BLOOD!"

Rarity began to wobble and her eyes began to spin as the blood began to leave her brain, as she found the sight to gruesome and shocking to keep her awake, as she placed a hoof to her head as if she was about to faint any minute. "Oh my goodness! Oh my gosh! Discord! He… I... That's… ooooohhhhhhhh!" Rarity fell right onto her back as the situation had proven to be too much for her to handle and fainted.

"But-but-but this is Discord were talking about!" Rainbow Dash was just as surprised, confused and somewhat worried as the others. After seeing all the impossible things Discord was able to pull off, she didn't think anypony would be able to best him, or put him in this sorry state. "The Spirit of flipping Chaos! Who or what in the hay could do that to him?!"

"Deep cuts, a fracture in his left leg, 3-no, 4 broken ribs, and he probably has a concussion from the look of his skull structure." Twilight evaluated Discord's condition, as her she bent her head down and used her magic to scan for all the injuries she could find, and she was more surprised that somepony, or something, could put the spirit of disharmony in such a state. He was still breathing, and his heart was still beating, so he wasn't dead, but by the look of his injuries and his condition, others would think otherwise. "I-I don't get it. Discord has been one of our most powerful adversaries and allies, how did he get like this?"

Celestia didn't answer the young princess' question, as she just stared in disbelief at the condition her friend was in. She bent her head down with her eyes closed and gently nuzzled him in hope of providing them both comfort. Tears in the princess' eyes threatened to fall as she prayed to any deity, besides herself, that Discord wasn't gone. Not when he began to act as he used to in the days of old. A single tear escaped Celestia's closed eye and fell onto the broken draconequus…

Whose body suddenly jerk and gasped deeply, startling the ponies, princesses and dragon into taking a jump back, before coughing up a large quantity of blood from his mouth.

"Discord!" Everypony was scared and shocked by the amount of blood he coughed up, but they relieved that the spirit was still alive.

"Discord, are you all right?" Fluttershy asked, getting close to the injured spirit.

"What happened to ya?" Asked Applejack.

"Was in this Undern guy?" Pinkie Pie asked.

They kept bombarding him with questions, but Discord only wheezed and breathed heavily as he tried to support himself with his injured hands and legs. His eyes were unfocused, yet his mind was able to force his body to move as he had to do something before he passed out from his injuries and exhaustion.

Lifting himself off the ground with his arms, he slowly raised his shaking eagle claw hand. Placing his thumb and index finger together and focusing what remained of his magic in it.

The ponies took note of this and were confused as to what Discord was trying to do.

Luna decided to step forward and speak for everyone. "Discord, what are you trying to-"

Discord finally snapped his fingers in a click before Luna could finish, and everyone in the room vanished in a flash of magical light, leaving only the shattered glass remains of the window.

* * *

><p><em>"<em>_What the HAY?!"_ Rainbow was absolutely lost, as she and the others took note of their surroundings. One minute they were standing in the royal Canterlot throne, then, in a flash of light, they were now in some sort of forest by the looks of it.

The forest seemed dark and dead, as the bark was a dark grey colour and the branches were bare and leafless. The sky seemed clear of any clouds, allowing the setting sun's rays to shine down on what could be seen in the forest.

_"__Wowweey!? Look at me!" _Everyone turned to the pink party pony and noticed that she was transparent with a light blue glow, while she was examining herself and then wiggling her front and rear hoofs, while standing up on them. She then turned to the others and gasped, raising a hoof to them. _"Holy Smokes! We're all Ghosts!"_

Everypony looked at each other and themselves to discover that Pinkie was right; they were all transparent and glowing with a blue aura, much to their surprise. They also noticed that Rarity was still out on the floor and that the injured spirit of chaos was missing.

_"__What in the- How in the hay did this happen?"_ Applejack asked in confusion as she brought her hoofs together to see if they passed through each other, which they didn't.

_"__Wait… are we… Dead?!"_ Fluttershy asked, as she shaking looked at her front hoof and scanned the rest of body, her eyes wide with fright and terror.

Twilight looked at her blue transparent form and was reminded of this feeling during the whole Discord incident. _"No… we're not dead; I've seen this before."_

Everypony turned to Twilight with confused/shocked looks.

_"__What are ya talking about, Twi?"_ Applejack asked.

_"__Back when we were dealing with Discord, after he brainwashed you and took away the maze, I asked him about the Elements and he took me into the past to remind me on what he said."_ Twilight explained, remembering the time when her friends had been brainwashed because of her mistake, much to her shame and sadness, but kept it hidden well. _"When he did, we appeared like this. So if I had to guess…"_

_"__Discord has used his magic to bring us to the past to see what he encountered."_ Celestia added to Twilight's assumption.

_"__Now that I think about it, where exactly was Discord?" _Rainbow Dash asked, remembering that the princesses said that he had been with them when they went to check on Undern's prison. _"And how did he end up like… well, you know… beaten?"_

_"__After we found the seal broken, Luna and I decided to return to Canterlot to prepare ourselves for the worst, while Discord left to see if he could find and stop Undern before he could regain his dark power."_ Celestia explained.

_"__Given Discord's ability to sense magical disturbances, I say that was probably a wise decision."_ Twilight said, remembering the spirit's abilities to sense magical imbalances.

A groan turned everypony's attention to the white unicorn of generosity, Rarity, as she began to rub her head to ease the throbbing pain and to pick herself up.

_"__Oh girls, I just the most terrible, TERRIBLE dream-" _She said, before stopping midsentence to notice the transparent and glowing forms of her friends and the princesses. She then looked down at herself and noticed she too was in the same predicament. _"Oooohhhhh..."_ Once again, she fainted in a dramatic fashion; with a hoof to her forehead and her head thrown back.

Applejack, Rainbow Dash and Twilight rolled their eyes in annoyance, at their friends' typical dramatic behaviour, Celestia and Luna exchanged a confused look at the display, while Pinkie just stared at her with confusion.

Fluttershy walked up to the unconscious unicorn and gently tapped nudged her body to get make her presence known and to see if her dressmaker friend was able to hear her. _"Um… Rarity? It's ok, we're not dead."_

_"__Oh, really?"_ Rarity's head immediately shot up at the revelation, startling the shy pegasus with a yelp. Rarity then got up and took a look around at their surroundings. She scrunched her face a little upon noticing the dead trees and all the dirt at their feet. _"While somepony care to explain where we are?"_

_"__Well-" _Twilight started, but was interrupted by-

"Now where oh where did that old squid get to?"

Everypony turned to the source of the voice, which was coming from atop a tall, leafless tree, and saw Discord, perfectly healthy and happy, lying on one of the high branches, with a pair of binoculars over his eyes as he scanned the area around him.

_"__Discord?!" _Fluttershy was surprised and happy to see the spirit was ok and above their heads, but she was confused on why he wasn't glowing or transparent like the rest of them.

_"__Say Discord, mind telling us what's goin' on?" _Applejack shouted up the tree, trying to get the draconequus' attention, but to no avail.

Rainbow Dash was slightly irritated by this and flew up so that she was right in front of Discord's binoculars, with a frown plastered on her face. _"Hey Discord, we're talking to you. Where the hay are we?" _

Discord brought down his binoculars, but he said nothing as he looked over his shoulder and then turned over, now lying on his belly as he brought the binoculars back to his eyes, looking out to the horizon.

This angered Rainbow Dash, as she gritted her teeth in annoyance. _"Oh, so you want to play that game, do you?" _She then turned around and pulled back her hind legs, aiming at Discord's behind. _"Ok then buddy, let's play!"_

She then bucked her legs out in an attempt to knock him off the branch, but instead her legs passed right through him. She yelped as the force of her kick passing through Discord caused her to spin in the air, before she stopped spinning and fell to the floor with a thud, landing head first, with her body sticking up, her tongue out and her eyes spinning.

She then got up and shook her head to get it back into shape. She then looked up at Discord's form confused and angered that he was still sitting there and that her kick had passed straight through him.

_"__What was that about?" _Rainbow asked as she rubbed her head with her hoof, still trying to smooth the pain away.

_"__I think… I think because this is a memory, an image of things that have long since passed, we can only watch what happens; not interfere." _Twilight explained, with her hoof under her chin in thought.

_"__So what you're saying is we can't touch anything here, and that we're invisible?" _Spike asked, as he tried touching a tree, only for his claw to pass through it.

_"__We are nothing but ghosts here." _Luna explained, understanding on what Twilight was saying.

_"__Uh… g…girls…" _Everypony turned to the young shaky voice of Fluttershy, who had her body lowered close to the ground and was backing up to the rest of the group, her eyes wide with fear and unease. _"W… what is (Gulp) that…?" _

They turned to what Fluttershy was talking about until they turned to her line of sight and were shocked and equally sacred by what they saw.

Just inches away from the forest, their before them was a vast ocean of red sand that stretched on for miles and miles. But what scared the ponies and young dragon was the negative vibe that the desert was giving off, and not the heat vibe, but an evil and terrifying vibe, one which seemed to urge them all to run away in primal fear.

_"__Wha… what in th… name of Equastria is… That?!" _Rarity asked, taking a couple of steps back as the vibe seemed to be forcing her body to comply on running away.

Twilight just stared out into the vast desert of red, a lump forming in her throat as her own primal fear caused her wings to open and close slightly, like she wanted to take off and fly away, but her mind kept it down. Spike was hiding behind Twilight for protection as the vibe seemed to be affecting him too. _"I… I've never seen or heard of anything like this."_

_"__The Outerlands…" _Everpony turned to look at Luna and Celestia and noticed they both had different expressions; Luna had a wide eyed fearful look like the others as her body seemed to tremble in equal fear, while Celestia had a serious yet angered look, her body tense and sweat dripping down his face.

_"__The uh… Outerlands…?" _Rainbow Dash said shakily, as she began to back away slightly, her body getting closer to the ground with each step.

_"__What's t-t-t-that?" _Applejack asked, her own body taking a few steps back as her legs urged her to run.

_"__That's all any of you need to know at the moment." _Celestia said is her serious yet calm voice, as her eyes remained glued to the sea of red sand in anger.

_"__R-right…" _Pinkie said, her usual happy manner long gone as a primal fear seemed to force her legs to take small steps back.

Only the three princesses and the baby dragon, who was burying his face in Twilight's flank, stayed staring at the blood red sand, the others shrinking and edging away as the vibe seemed to force them further and further away from it…. Until-

A sudden flash of dark rainbow light exploded from far behind them, startling all of them and making the young ponies and dragon scream in surprise and fear as they jumped off the ground. Pinkie Pie and Fluttershy immediately rushed and hid behind one of the dead trees, Applejack and Rainbow Dash stood high on the legs as they turned to the source of the noise and light, while Rarity, Twilight and Spike ran behind the princesses for protection, who stared at the light with serious/surprised eyes.

The dark rainbow coloured light emerged from deep within the dead forest, and continued to glow, until it began to slowly shrink and fade until it eventually vanished.

_"__What in tarnation was that?!"_ Applejack asked in shock and surprise, her form still shaken from the sudden boom of light.

"Oooooh, hello." Everpony looked up at Discord and noticed that he had his sights and binoculars pointed at the source of the dark light. "That was interesting." He then snapped his fingers and his binoculars vanished in a spark of light. "If old Undern was trying to be quiet while playing 'Hide-n-Seek', I'd say he's done a bad job at it."

_"__Well duh. The point of hide and seek is to keep quiet and stay hidden, what's the point of playing it if you're just going to be loud and noisy, unless of course your trying to get their attention because your want to call for a time out or if something super scary or serious happened that had to put the game on hold and you had to get everypony's attention-" _Pinkie Pie continued to ramble, but everypony was more focused on what had happened and what Discord was thinking.

"Well, if that is Undern, he must have pulled a very big spell to do… whatever he was trying to do. He's probably wasted a lot of magic too. This should be easier than I thought." And with a snap of his fingers, Discord vanished.

Much to the group's surprise, the world around immediately shifted and they now found themselves surrounded by hundreds of thick dead trees, whose branches seemed to block out the blazing orange sun. The group looked around at were shocked by the sudden change in scenery.

_"__W-What the hay just happened?!" _Spike asked, still holding onto Twilight's back in surprise and worry.

_"__W-well since this is Discord's memory, we were probably shifted to a part of the memory from his point of view."_ Twilight explained, as she took a good look around at their new surroundings. Something in the air seemed familiar to her, yet she couldn't place her hoof on it.

_"__That… sorta makes sense."_ Applejack said, as she too was look around at the new scenery, and was slightly more scared than where they were before.

"What is the meaning of this?!"

Everypony jumped at the sudden yell and turned to the direction it was coming from. There were a few dead trees in the way, so they assumed that the yell came from the other side of the trees.

_"__W-w-what was t-t-that?" _Fluttershy asked, as she was hiding behind Rainbow Dash, scared at who, or what, made that noise.

_"__Looks like we're going to find." _Celestia said, stepping forward towards the dead trees, deciding to get a look at what was happening.

The other ponies followed her and they all poked their heads out from behind the dead tree; their eyes widening in shock and confusion as they saw what, or better who, was standing in the clearing of the trees.

Standing on one part of the forest was a horde of dark insect-like creatures that looked like a cross between an insect, a unicorn and a pegasus, that were either on the ground or climbing on the trees, while at the head of the horde was a tall, slim yet menacing creature that looked like a cross between a insect and Celestia, with long green hair and a twisted and demented horn on her head.

_"__Changelings?" _Fluttershy said in surprise, recognising the creatures during the whole Canterlot wedding incident, and lowering her body back behind the tree.

_"__And Chrysalis!" _Celestia growled in anger, as she remembered the pain and confusion that witch had caused that day.

_"__So those are Changelings?" _Luna asked, remembering the tale her sister had told her when she was away during the wedding. She was surprised by their appearance, but she didn't find them very threatening.

_"__Uh, guys?" _Everypony turned to Pinkie Pie and noticed the scared/shocked look on her face, which was facing another direction. _"It's not just them at this party." _The others looked at what she was looking at and were also shocked by what they saw.

At another part of the clearing was a tall centaur creature, with a black horse bottom and legs for the lower half, with a white tail at the end, a red skinned and muscular body for the top half, with a white beard and hair, a pair of long and curved horns on his head, and a pair of yellow glowing eyes, which were directed at the two other creatures in his sights.

_"__Tirek?!" _Luna said in shock and confusion. She didn't expect to see him there.

_"__What in the name of Tartarus is he doing here?!" _Celestia asked in shock and confusion. The last she saw of Tirek, he was imprisoned **in** Tartarus with all his strength and power taken away. So how was it that he was here and, by the looks of it, regained some remains of his power.

_"__T-t-twilight?!" _Spike's shaky and scared voice said, getting everypony's attention and noticed the fearful and shocked look on his face, which was looking straight in ahead. _"Y-you m-may want to see who else is h-here…" _He pointed in the direction he was facing, which everypony looked at, and then their eyes widened and their mouths dropped at what they saw.

Standing there, right in their line of sight, was a pitch black unicorn with a curved and twisted red horn on his head, a pair of glowing green and red eyes, his sharp teeth bared, covered in silver armour with a red cape on his back and a black shadowy mist steaming off the ground.

To say the ponies were not happy to see him would be an understatement.

_"__S-Sombra!" _Twilight said in surprise, fear and confusion. Even if this was a memory, she could feel the power radiating from him, which wanted her to cower in fear.

_"__That's-That's impossible!" _Applejack said, just as confused and scared as twilight and the others.

_"__We saw him blow up! Literally, the crystal heart made toast out of that guy!" _Rainbow said, really starting to lose the track of what was going on. First Chrysalis, then Tirek, now Sombra, who else she was going to see that she didn't it was possible to see them again.

_"__What form of trickery is this?!" _Luna asked in shock and confusion. Three of the greatest and defeat threats in Equestria together in one place, while two of them shouldn't be possible, none of this made sense to her.

_"__Let's wait and see what happens next." _Celestia simply said, as she continued to watch the standoff between the three factions. She too was confused and surprised by the sudden turn of events, but she decided to wait and see if anything else might happen that would clear up a few answers.

The three sides were standing in a triangle standoff; each one facing both opposing parties, and by the looks on their faces they weren't happy to see each other.

"What form of trickery is this?" Roared Tirek, pointing to the creatures before him, demanding an answer.

"I would ask the same question; what brings you here?" Chrysalis yelled, just as confused and demanding an answer.

"It would appear we were all summoned by somepony," Sombra said as his horn glowed; using his magic to scan the surrounding area for any magic that could help identify their summoner. "Or something."

"I care not who summoned me, I demand to know how you two are here?" Chrysalis said, directing her attention to the dark unicorn and centaur, before turning to the centaur. "From what I heard you were defeated and banished back to Tartarus." She then turned her attention the black unicorn. "And you were vanquished. So how is it possible that you two are here?"

"Disappointed that our return means you are no longer considered to be the greatest threat to Equestria?" Sombra simply said, without turning his head to face the Changeling Queen, still scanning for any other lifeforms in the area.

The changeling snarled in anger and impatience at the dark unicorn's remark.

"All I remember before appearing here was rotting in that creator forsaken pit, Tartarus, before a sudden burst of dark light appeared around me and dragged me away, while also returning to me my strength." Tirek explained, holding up his muscular arms to show the state he was now in. He then glared back at the Changeling Queen and demanded to know of her presence. "And how did you and you swarm appear here? From what I heard you were all cast out of Equestria after your latest assault failed."

Chrysalis simply turned her head away, held high, in a 'hmph' before answering. "If you must know, me and my swarm were traversing the wastelands in the far north before a dark portal appeared before us and swallowed us before dropping us here, before the two of you." She then turned to look and Sombra, who still paid no attention to either of them and was facing towards a group of dead trees with his eyes closed in concentration and his horn still glowing. "And how, pray tell, are you amongst us, former King Sombra?"

"**King** Sombra!" the dark unicorn snarled in anger. "I am still a king, and I will retake my kingdom in time, so I am still a King!"

"But how are you here?" Tirek asked, wanting answers to the unicorn's appearance as well. "Like the insect said, you were vanquished during your attempt to reclaim the Crystal Empire, so how is it that you stand before us now?"

Sombra remained silent for a while, before deciding to answer. "Yes, I was vanquished by that vile princess of love and the Crystal Heart, and yes, while my body was destroyed, I hid a part of my essence in my horn, so that I may resurrect myself in a time where the Princesses no longer exist."

"You planned to wait that long?" Tirek asked with a raised eyebrow in confusion.

"Oh, I am patient, believe me, I waited for hundreds of years to reclaim my kingdom, and I was patient for that, I could easily wait for a millennia if I needed to." Sombra explained.

The ponies and Spike were shocked by this and turned to the princesses for confirmation.

_"__Is that true, Princess?" _Twilight asked.

_"__Unfortunately, yes." _Celestia said, as she figured that she had a feeling that he would be facing Sombra again one day. _"One of Sombra's many skills was patience; it didn't matter how long it took, he would just sit calmly and wait for its completion."_

_"__Sombra is both powerful and crafty, that is one of the many reasons thou was able to conquer the Crystal Empire with ease." _Luna explained, before turning her attention back to the situation in front of them.

"However, as I waited patiently within the confines in my own horn, a rainbow of darkness surrounded me, forcing my magic to reconstruct my own body before the appointed time, and taking me here." Sombra finished while moving his horn in across the forest behind him, before stopping and a wicked smile appeared on his muzzle as his horn felt three strong magical points coming from the dead trees on the north-west. "And I have a feeling our 'friends' here may know something about it." He then lifted his head up and snarled in the direction he was facing. "Show thy selves, cowards, or I shall force you to appear through force!"

The ponies, Changelings and centaur where confused by what Sombra was yelling at, before they heard voices coming from the direction he was facing.

"Oh shoot, he knows we're here, Adagio." The voice said, followed by a slapping sound with an 'Ow!'

"Thanks to you and your large mouth, they do now, Sonata!" Came another female voice.

"That hurt, Aria!" The first voice said in anger and annoyance.

"That was the whole point." The second voice said.

"Ok, you want to go, then let's-"

"Will the pair of you shut it!" A third female voice said in fury and anger. "They already know we're here, so there's no point in hiding anymore now, is there?"

The ponies were confused, except Twilight and Spike as the voices and names felt similar to them.

_"__Adagio? Sonata? Aria?" _Twilight said to herself quietly trying to remember she had heard those names before, until her eyes widened and her mouths dropped in shock as she finally recalled. _"No… it can't be!"_

_"__What can't be, Twi?" _Applejack asked, having overheard her friend and knew that she knew something. The others looked at Twilight for her answer, until a snap of a twig and the shifting of bodies turned their attention back to the opening to see three new figures appear.

The first was a large yet elegant orange pony creature, with two front hoofs and a muzzle, but her lower half consisted of a fish tail, and her back was decorated with a large fin, as well as fins being on her front hoofs, and her skin was consisted of scales. The other two shared a similar appearance, however, the one to the left was purple, and the one on the right was a cyan blue. There were three had ruby red gems connected to their mid-sections.

_"__What in tarnation are those things?!" _Applejack asked, shocked and surprised the sudden creatures' appearance.

_"__Sister, don't those creatures look familiar?" _Luna asked her older sun sister.

_"__Yes, something about them seems similar to creatures we have witnessed in the past, but I can't place my hoof on it." _Celestia said, trying to recall where she had seen these creatures before.

_"__Twilight, is that them?" _Spike asked the lavender alicorn, getting everypony's surprised attention.

_"__I think so, Spike. I don't know how, but they're here." _Twilight said, trying to wreck her brain around how all this was possible.

_"__Twilight, you what these things are?" _Rarity asked, surprised at her friend's resourcefulness and confused how she knew these creatures when they didn't.

_"__They're called the Dazzlings in the human world, but here, we know them as the Sirens." _Twilight explained, surprising everypony but Spike.

_"__Those are Sirens?!" _Fluttershy asked in surprise and shock.

_"__You mean those thin's the Starswirl banished years ago?" _Applejack asked, just as confused and surprised as Fluttershy.

_"__The…Sirens?! Of course, how could we forget those vile creatures?!" _Luna said to herself in anger, disappointed that she didn't recognise them sooner.

_"__It has been many years since Starswirl banished them, and with all that's been happening since then, I not surprised that recollection of them is scarce." _Celestia explained, as she remembered the acts they committed against Equestria, and how Starswirl banished them to a world where they couldn't harm anyone.

_"__B-but if that's true, what are they doing back in Equestria?" _Rarity asked, more confused than ever about what was going on.

"Sirens…" Sombra said, returning everypony's attention back to the problem at hand. "I've heard of your grace, beauty and your angelic voices nearly brought Equestria to its knees, although I was expecting a bit more… how should I put it?" Sombra said to himself, trying to find the right words to use. "Elegance."

The purple siren, known as Aria, bared her teeth and snarled at the comment. "Well you don't seem so scary or dangerous for an evil dark unicorn."

"Bold words from the muzzle of a creature that relies more on her voice than anything else." Tirek said, also not impressed with the sirens after hearing stories about them. "While you may look threatening, your magical abilities are far from it."

"Oh yeah?" Sonata said, insulted by the centaur's remark. "We'll I think that you-"

"Will you two knock it off?!" Adagio said in anger to her two sisters. She then turned back to the three other villains and decided to explain their actions for hiding. "Before any of you get any ideas, no, we did not bring all of you here, and the reason we hid was because he heard you guys yelling at each other and figured that one of you were the ones who dragged us back here."

"Well, if that's true, then it's obvious that we weren't responsible for this little gathering." Chrysalis said, with her Changeling minions in the background jittering and buzzing in the back ground.

"Wait a minute," Sombra said looking back at the sirens with a questioning look. "Did you say you were 'dragged' here?"

"Yeahsies," the blue siren known as Sonata said, with a somewhat goofy smile on her face. "We were just trying to spur up the humans, after our special pendants were destroyed, and then suddenly this big glowing, swirling portal thingy opened up behind us with a big flash of rainbow lights, then these big slimy tentacles slithered out, grabbed us, and then dragged us through like we were the catch of the day."

"When we woke up, we were back in our true forms and our pendants were restored and mended, and then we heard some bickering coming from here so we decided to get a closer look." Aria added, not wanting Sonata to speak anymore out of annoyance.

"That's when my sisters and I noticed all of you and decided to wait and see if you were behind this, although you obviously weren't." Adagio finished.

The villains looked at each other with raised eyebrows and questioning looks.

"A swirling portal to Equestria?" Chrysalis said.

"A flash of rainbow lights?" Tirek added in confusion.

"Big slimy tentacles?" Sombra said, scratching his chin with his front hoof. "What in the world of Equestria could this me-"

A flash of light around the villains and the sound of chains silenced any words Sombra was going to say, as he looked down and noticed his hoofs were linked in chains; anti-magic chains, as he felt his magic being repressed, which he tried to pull to break free from, however the chains were made from a very strong metal as he could not break them with force or as he tried to rip them in two with his mouth..

He looked over at the over villains and noticed that they were also held captive; Tirek was wrapped from head to horseshoes in anti-magic chains as he wiggled and struggled to break free, Chrysalis and her horde were trapped in anti-magic spherical cages, which they tried and failed to break free from through force, and the Dazzlings had anti-magic chains wrapped from the tip of their tails to the top of the necks, while a metal anti-magic horse muzzle was wrapped around their mouths to prevent them from speaking, plus their magic pendants seemed to be missing.

A humoured chuckle caused the villains to look in the direction of a clear opening to see a very familiar, former villain, walk up to them with a smug smile on his face, while juggling the siren's pendants in his hands. "Well, well, well, isn't this a lovely little get-together."

"Discord!?" Tirek snarled in anger as he remembered the spirit of chaos. "What are you doing here?"

"Discord? The spirit of Disharmony?" Sombra asked in confusion. He had heard o the spirit's reputation and imprisonment, but he didn't think that he would escape so quickly, or capture them with so little effort.

"The one and only, ex-king Sombra." The spirit said, doing a mocking bow as he approached the chained unicorn.

Sombra growled in annoyance and anger at the spirit's arrogance and mocking. "Release me at once, Spirit! Or I will make you demise a very painful one!"

"Oooooh, I'm so sacred." Discord said, doing a fake shiver of fear, before laughing. "Hahaha, what are you going to do about it, ex-king Sombra? As you can see, you aren't in a position to demand anything." He suddenly appeared beside the chained unicorn with his lion paw wrapped around his mid-section and poking his red horn with his eagle claw, which caused Sombra to growl in annoyance.

The ponies, excluding the princesses who didn't seemed too surprised by the scene, and baby dragon just stared at the scene with wide eyes and dropped mouths, as they were by how easily Discord was able to subdue six of the strongest villains they had ever encounter so effortlessly.

_"__H-how the hay was he able to do that?" _Rainbow Dash asked, confused by the whole scenario.

_"__I knew Discord was powerful, being the spirit of chaos and disharmony and all, but is he really __**that **__powerful?" _Rarity asked the princesses, also shocked and surprised by how easily he was able to trap them so easily.

_"__Fortunately for us, yes. That's why he is one of our most valued allies." _Luna said, answering the young dressmaker's question.

_'__Though I still wonder if he'll be any match for Undern.' _Celestia thought to herself in worry and concern. She knew Discord was powerful and trusted his abilities, but she also remembered that Undern was the one who taught him how to use his magic, and he was always stronger than him. She began to worry on how Discord ended up as the beaten and broken form they encounter a while ago.

"What are doing here, Discord? Did Celestia hear of our return already and sent you after us?" Tirek demanded, wondering how quickly Celestia could have learned of their return.

"Well, while stopping all of you from causing any harm to Equestria is a good deed, I wasn't here for any of you, nor did anypony know that you returned." Discord explained.

"Thn wy ar ou he?" Aria asked, or at least tried due to the muzzle over her muzzle, which Discord could make out as 'Then why are you here?'.

"An old friend of ours has just woken up from a really long nap, and Celestia is concerned that his morning stretch could bring disaster to Equestria, so I've been sent to handle him." Discord explained, before walking up to the chained and muzzled sirens. He then bent down so that his eyes met with Adagio's. "And those 'tentacles' that brought you and your sisters here must have belonged to him, so may I ask: where did those tentacles go?"

"Right… here…"

Before the spirit could react, a powerful force slammed into his back, forcing him forward with his eyes and mouth wide from shock and pain, before time sped back up again and he was sent crashing into some of the nearby trees, breaking them upon impact.

Everypony, in the memory and part of it, stared in shock and confusing with their wide eyes and open mouths at the direction the spirit was sent flying. Having Discord touch you was easy for him, but touching the spirit, let alone sending him flying, was nearly impossible without the Elements of Harmony.

Before anypony could say anything or process what had happened, a sudden dark presence made itself known, looming over every creature in the area. To them, it felt like a dark shadow towered and shadowed everypony in its dark majesty.

Few of the creatures present, namely Sonata, Chrysalis and her Changelings, Fluttershy, Rarity and Spike, the presence was making their entire bodies scream to run for their very lives, and with Sonata struggling in her bounds, it seemed she was listening. For other stronger willed creatures, such as Rainbow Dash, Applejack, Tirek, Pinkie Pie, Aria and Luna, the force made them want to shrink away from the presence and cower in its presence. As for those gifted in magic and had great determination; Sombra, Adagio, Celestia and Twilight, just sat/stood there with wide eyes and dry throats as they felt the presence trying to crush their spirits, but they resisted with some force that felt like it was going to give out any second.

Whether their minds wanted to or not, their heads turned in the direction of the presence and for a second, before their eyes, was a large shadowy squid like creature, whose eyes glowed a dark orange, piercing the shadows strength and might into their souls and crushing them even more. However, as their minds began to shake off the initial terror, the shadowy form began to slowly fade, before it finally retraced where a small figure, standing around a Changeling's height, stood with a dark cloak draped over its form, however, 2 or 3 shrivelled and grey tentacles could be seen underneath, wrapping and unwrapping themselves from around each other.

Everypony just stared at the figure for a second, some in confusion, and others in fear from the presence they had felt a while ago. Rainbow just looked at the cloaked figure in curiousness and caution, wondering if it was the Undern guy that Celestia was scared about, and then she felt the gaze of the figure look in her direction and she suddenly felt that dark pressure from before return, this time solely focused on her, which made her pupils shrink in fear from the power that it had and made her lower her body to the floor.

_"__I...is... that (Gulp) him?" _The rainbow maned mare asked in fear after she had swallowed the lump that had formed in her throat.

_"__Yes..." _Celestia simply said, her face sweating from the presence that she had felt earlier and a lump in her throat she was trying hard to force down. _"It's not as strong or as dark as it was before, but... It's most defiantly him..."_

_"__Not... as... strong...?" _Fluttershy repeated in fear, her body getting lower and lower to the ground as the presence from before had made her body close to breaking into a run. She feared to imagine how much stronger this creature could be.

A grunt and a moan of pain turned everypony's attention to the direction of which the Discord was sent flying and noticed that said draconequus was getting up, placing both hands behind his back and forcing it up, which made a loud cracking sound. The dranconequs then looked at the cloaked figure and smiled.

"Undeeeeeerrrrnnnn." He said, raising his arms out to the side as if he was about to run up and hug him. "It's been years, my dear **ex**-teacher."

"2, 000 years... to be precise... my former... trouble making... student..." The cloaked figure said elderly and weakly, a huff of white steam emerging as he talked. "But then again... you never did care... how precise you were... for lessons or for anything... else in the matter..."

"Ex-teacher?" Tirek repeated in confusion, looking between the spirit of chaos and the cloaked figure.

"Former student?" Chrysalis said in confusion.

"Hahaha, true old man, true." Discord said with a friendly laugh, right before his eyes narrowed and his smile dropped to a frown. "Unfortunately for you I'm not here to talk to chat like the old times." He then snapped his eagle claw fingers.

Like what happened with the other villains, a flash of light and the sound of chains formed around the cloaked figure and revealed that he was trapped from head to toe in anti-magic chains.

_"__That's it? It's that easy?" _Spike said, confused and non-believing that someone with such a scary presence could be trapped that easily.

_"__Well... I guess that means that Discord was the perfect choice to stop this guy." _Fluttershy said, voicing her own though in the matter.

Twilight looked at her yellow pegasai friend then to Princess Celestia and Luna and noticed that they had hardened expressions, which meant they didn't believe that it was over either. She then looked back at the scene in curiosity. _'If it's over, then why did Discord appear so battered and beaten?' _She said to herself, not believing that it was over that easily either. What had happened?

"Well then, that's..." Discord said, before counting each of the chained prisoners he had 'acquired'. "Seven threats to Equestria captured, no pony was hurt... excluding myself, none of Equestria is in ruins or in panic, I say Discord, this day is your lucky-"

A sudden snap and the sound of chains hitting the ground caused Discord to look back at Undern and notice that two tentacles were raised, which meant that he broke out of the chains with little resistance.

"-day..." Discord finished, looking at the cloaked figure in disbelief.

"You forget…boy. I taught you… how to master your magic… as I did with Celestia… Luna… Starswirl… and many others in the days of old…" The cloaked figure weakly breathed out, the cold air turning his breath into a steamy mist.

"Celestia? Luna? Starswirl?" Sombra said in confusion and shock. Just who the hay was this creature? And how is it that he taught the spirit of chaos **and** the two princesses of Equestria how to use their magic?

Discord sighed and groaned in disappointment. "I should have known that you wouldn't go down that easily." He then stood up straight and stared straight into Undern's dark orange glowing eyes. "Looks like I have to get rough."

The cloaked figure chuckled darkly, making many of the ponies' skins crawl in fright and disgust. "This should be... amusing..."

Discord then took in a deep breath as his cheeks began to expand, confusing many of the onlookers.

_"__Uh, princess?" _Applejack said, getting the princess' attention, despite focusing on what was happening in front of her. _"I know how strong Discord is when he's messing about, but... how powerful is he when he get's... serious?" _

As if to answer her question, Discord then unleashed a large and powerful stream of chaotic magic that flared like fire that completely consumed Undern's entire form in it. Sombra, who unfortunately was in the spirit's line of fire, used what strength he had and jumped out the way of the blast, which shot straight past him and consumed a long line of dead trees in the blast.

_"__That serious." _Luna simply said, as both she and Celestia covered their eyes from the blast with their wings, while the ponies and baby dragon just stared at the carnage and power with dropped mouths and shocked faces. They all were thinking the same thing at that moment; if Discord was that serious when he was against them, there wouldn't even be a trace of them left.

After a few seconds, the chaotic magic began to shrink and fade until it completely vanished, leaving only the rising smoke behind. Discord then wiped his mouth with his lion paw and smiled at his handy work. He then took note of the villains shocked expressions at what they had witnessed. "I know, shocking isn't it? Fortunately for a lot of ponies, I prefer to be more creative with my powers than violent." He then turned away from the smoke with his eyes closed, thinking his job was done, unaware of the orange piercing eyes glaring at him. "Well, now that he's out of the way, shall we be on our wa-"

A dark purple arrow-shaped beam suddenly shot out from the smoke and pierced the spirit in the side of his stomach, causing blood to fly from the opened wound and the unprepared dranconequs to scream in pain.

_"__Discord?!" _The princesses, ponies and dragon screamed in surprise and shock, as the spirit fell to his claws and knees, using his eagle claw to cover the gaping wound. They didn't expect that at all, the great spirit of chaos pierced and bleeding.

_"__Oh... my..." _Rarity said with her hooves in front of her mouth in shock as she saw how much blood was already seeping from the wound.

_"__What in the hay?" _Applejack said in shock. Out of all the things she thought possible, this was the least expected.

Celestia and Luna turned to the smoke as it cleared and glared in anger and non-surprise as they saw Undern standing there, unfazed and unscratched from Discord's attack.

Twilight was more focused on Discord and noticed that he was using his magic to seal it up, although she could tell that he was still in pain.

"Still… as strong as… ever I see." Discord groaned as he struggled to get up on his feet, as the pain in his chest grew with every struggle.

_"__Please..." _Fluttershy pleaded to Discord as tears began to fall from her eyes, terrified on what would happen if he kept up. _"Please... just stay down..."_

"Your magic... has improved since... I last saw you..." Undern said, as one of his tentacles slithered out from under his cloak and brushed so dust off his shoulder. "I actually... felt something there..."

"Well... I'm just getting... started." Discord said, as he wobbled where he stood, as the pain from his sealed wound was getting annoying.

_"__He still plans on fighting after taking that?!" _Rainbow said in shock. She couldn't imagine how much he was hurting at the minute, but she could tell that he was seriously hurt.

_"__Got tha hand it to em," _Applejack said, watching the scene with a mix of amazement, anger and fear. _"Discord's surely ain't letting this one getten' away."_

_"__Because he knows that if Undern gets away, it will spell disaster for Equestria." _Luna explained, although she was proud of Discord for standing up against Undern, she wished that he try and get away before he got himself killed.

Twilight looked between the two combatants and tried to figure who would win; yes Discord was crafty and is chaos magic could do anything, but they didn't know a thing about Undern's abilities and for the fact that he's the one who taught Discord how to use his magic, it could prove to be close, until she noticed that Undern's eyes narrowed as if he was... smirking? Twilight felt a rock appear in her stomach as she feared for what he was going to do next.

"Speaking of started... have these creatures ever heard... a tale that went like this..." Undern said gesturing to the chained up villains before them before continuing. "Long ago... there was a queen... who once ruled all of Equestria with... wisdom and love..."

Discord's, Celestia's and Luna's eyes widened in shock and realization as they heard those words, knowing where Undern was going with this, while everypony else just listened to what the creature had to say.

"She was kind... caring, wise and powerful... who was adored by all; pony, dog, dragon... or any other creature that knew her name... even her two loving daughters... and adopted son looked up to her and loved her..." He continued, noticing that Discord had tightened his claws into fists in anger as he talked. "However... one day, she did battle with a creature... who she once named friend... and sealed him away with the power of the elements... However, the battle had... unfortunately put too much strain on her body... and she fell in a terrible illness... doctors, wizards and even the best herbalists... tried everything they could... to save her, but it was for not... as she soon passed away in pain... and agony... leaving many of her subjects to... moan and despair on their loss..."

Luna looked down at the ground as tears began to fall from her eyes, confusing the ponies and baby dragon, while Celestia bit down hard on her teeth, trying to contain her anger and sadness.

"Didn't you swear, boy..." Undern said, drawing everypony's attention to the cloaked figure and the spirit of chaos, who was shaking, not in fear, but in rage. "On the queen's grave... that you would bring peace... to Equestria, regardless of who suffered..."

"Shut up, Shut Up, SHUT UP!" Discord said, raising his voice with every breath to a near yell. Everypony in the memory and watching it felt the spirit's rage as it seemed to take the form of a dark mist that emerged from his back.

This confused the everypony, but the princesses, as they did not know the reason behind the spirit's anger. Twilight looked back as to what Undern said about an 'adopted son' and then looked back at Discord. Soon her brain began to put the two and two together until she figured it out, staring at the spirit with confused yet understanding eyes. _'Could it be...?'_

"I'll admit... your method was the most... reasonable and understandable one... however, there were two things... wrong with it... problem one; the queen would never approve... of such methods... and problem number two..."

"That wasn't going to... make Luna or Celestia smile... again..."

Discord's pupils shrank and everypony immediately saw something inside him snapped, as he charged towards Undern with wild and rage filled eyes, and his teeth had sharpened to that of a predator's.

"**SHUT UP!**" He roared as he raised his lion paw back behind his head and tightened it into a fist, ready to smash the cloaked figure 10 ft underground.

Everypony, even the princesses, were shocked by this; throughout all the times they had known Discord, they had never seen him this... furious before. It was like a completely different creature before them.

Just as Discord was within an inch of striking distance, Undern merely stepped to the side, letting the dranconequs' attack miss him by a thread and leaving him open. Undern then lifted one of his shrivelled and grey tentacles above his head, before swinging it down on the poor open spirit of chaos' back, sending him chest first into the ground, with rocks and debris flying in different directions, and bending his body to a crescent shape, causing a look of agony to appear on the spirit's once rage filled face.

The ponies gasped in shock and stared in equal surprise at how swift and strong the creature was in harming Discord yet again. They were also worried about Discord as they saw blood fly from his mouth when the rest of his body began to fall to the ground, showing that Undern had done some internal damage to the dranconequs.

As Discord lay on the floor and coughed up more blood and whatever else was blocking his throat, Twilight took note of the dark mist emitting from his back was being sucked up into Undern's cloak, until it completely vanished from Discord and disappeared into the darkness of the cloak.

Then, to everypony's shock, Undern's form seemed to twist and bugle as it grew and spread, making Undern stand as tall Chrysalis and as wide as Tirek, the cloak only managing to cover the top half of his body, as twelve wide pale tentacles, with small faint spots of purple and suckers on it, appeared underneath and spread out on the ground. Also just above his tentacles, they could make out a set of rocks that covered his face and dark glowing eyes in the formation of a helmet. From the cloak, they could also make out six long curved objects pointing out from the sides.

Undern looked down at the downed spirit with his glowing eyes, as if wondering what to do with him, making the ponies and dragon worry for the spirit's fate. Discord weakly looked up at the looming creature, wondering what he was planning to do.

"As much as I respect your growth in magic and you determination," Undern said in a stronger yet still elderly voice, "you did raise a fist to you teacher." Six of Undern's tentacles then lifted themselves up and pointed at the spirit, who stared at the appendages with fearful eyes. "And for that, you must be punished." He then brought down the tentacles at raining speeds, pummelling the defenceless spirit as he began to scream in pain and merciless agony.

The ponies became horrified by what was happening in front of them; Discord, the spirit of chaos and disharmony, was withering and riving on the ground as he was being mercilessly attacked by a barrage of tentacles, which either bruised or pierced his skin from all directions.

Each witness of the slaughter had different reactions; the Changelings and their queen looked in shock and horror at the act and began to back away until their efforts were ceased by the cages keeping them locked up, the Sirens were trying to inch away from the scene despite their chained bodies, Adagio and Aria in disgust and shock, while Sonata was out of fear, Tirek didn't know if he should be happy seeing the spirit suffer for his part in his second defeat or if he should be disgusted and fearful for how the attack was treating his victim, even he was not that cruel, and Sombra, he held an impassive face, devoid of any emotions, although if one were to look closely in his eyes, they could tell that he was slightly disgusted and shocked by how this torment was being carried out, true he has done the same, but he wasn't this ruthless, the creature looked like he was going to kill the sorry spirit.

Even the ponies and baby dragon were having different reactions to the massacre.

_"__Oh… my… god…" _Rarity said fearfully, as the screams and sight of the spirit were being burned into her mind, bringing her close to fainting again.

Fluttershy seemed to be the worst as she had her hoofs to her ears and her eyes slammed shut with a stream of tears falling from them, trying desperately to silence the screams and force the image out of her head as they became too much for her to handle. Her body pressed heavily to the floor and sobs coming from her throat in an attempt to drown out the sounds, but to no avail.

_"__LEAVE HIM ALONE, YOU BAS-!" _Rainbow Dash roared in rage, as she dashed into the scene, ready to send the attacker flying to the other end of Equestria. However, like with Discord before, her transparent body flew straight through Undern. Rainbow looked back at the scene in shock and anger as she curved her flight path and tried again, and again, and again; all with the same results.

Applejack just stared at the scene with wide and fearful eyes, her own body shaking with rage and grief as she was forced to watch and listen to the screams and beating of the spirit. It also didn't help that her friends were suffering and she wasn't able to do anything, as her mind reminded her body that nothing they could do could change anything.

Luna was the same as Fluttershy, trying hard to get the screams and images out of her head, as tears of sadness and anger fell from her eyes as she lowered her head and placed her hoofs to her ears; she knew she couldn't do anything to stop what was happening since it already happened, but she wished that she could.

Celestia just stood were she was, her form trembling in rage and grief, as hot tears of anger and powerlessness rolled down her cheeks as she was forced to watch one of her oldest friends be tormented by one they once called teacher. Her mind flowing back to the day her mother and Undern battled, as she watched helplessly as her mother tore her own body apart with magic to vanquish him, feeling that same helplessness now, her body soon gave way and fell to her knees.

Spike was burying his eyes and tears in Twilight's chest as he couldn't stand the sight or the screams. He looked up at Twilight see how she was taking it, but only saw the shadows of her hair covering her eyes, her face devoid of any emotions.

After a few moments, the screams of agony and pain soon faded and the storm of tentacles ended as Undern ceased his assault, before retracting his tentacles back under his cloak, as he looked down at the sight before him.

On the ground, which had been torn up during the assault, was Discord in a bloodied and battered state, mirroring the condition he was in when he came flying through the glass window. He looked to be barely breathing and his eyes were rolled into the back of his head, which showed that he was unconscious.

Rainbow was on the ground standing a few feet away from them, breathing heavily as she used a lot of strength for her fruitless assault, and her face fell upon seeing the state Discord was in, knowing that she had failed and fell to her knees in failure and exhaustion, as tears of equal pain and failure feel from her eyes. She didn't even care or feel Applejack running out to the clearing, grabbing her by the tail and pulling her back to the others.

With Discord down and out of the way, Undern then turned to the imprisoned villains, causing them to flinch and stare at the creature, wondering what he was going to do to them. A pair of large dark purple glowing lights appeared above Undern's eyes, which then appeared around the villains' chains and cages, before a flash of dark purple light caused the chains, muzzles and cages to vanish, surprising them in confusion and shock.

"I believe you were wondering how all of you came to be here, were you not?" Undern asked, after the purple light from his head vanished.

The villains exchanged looks of weariness and concern, as they had a feeling that there was something going on with this creature.

"And are we to assume you're the one who brought us here against our will?" Chrysalis said.

"That would be correct." Undern replied.

"For what purpose?" Tirek asked, not understanding why he would do such a thing for them.

"Well, after my release, I returned to Equestria once again with the goal of conquering it, unfortunately, my powers were drained during my… permeant stay, and I require help in regaining it." Undern explained. "And then I discovered your existence from an old se merchant pony by probing his mind. That's when I realised that if I was going to conquer Equestria, I would need help in regain my dark power."

"And I suppose that dark mist from Discord's back would be how you replenish your strength." Sombra asked, remembering the dark mist that appeared on the spirit's back when he became angered by Undern's taunting.

"That is correct, thanks to my Elements; I have gained the ability to absorb the negative emotions of others and use them to gather my strength." Undern explained, as a set of glints appeared from under his hood.

"Then if that's true, why do you need us for? You've already proven to be quite scary and powerful, so why bother bring us back?" Adagio asked, still wondering why he chose to summon them.

"Because even with my powers, I'm afraid there are certain… elements for which I will be unable to counter by myself. But with your help, not only will the Tree and Elements become useless to them, but the ponies of Equestria, even the mighty princesses, will be powerless to stop us." Undern explained.

His eyes fell as if he was frowning when he noticed their concerned and thoughtful looks, obviously because they had a hard time trusting or believing him; so he decided to perk their interest a bit. "And with them out of the way, Equestria would be helpless and would submit to your rules."

"Our rule?" Tirek repeated.

The Princesses eyes widened and the ponies, excluding Twilight who still stood were she was with her shadowed expression, and Spike looked up in shock. They didn't like were this was going.

"Why yes; if you help me in my conquest, all of Equestria would be ours, and considering that I have so few arms, nothing would give me greater pleasure than to see their world's crumple and their hearts darken." He explained, before gesturing his tentacles to the six villains. "Who better to help me than the greatest warlords and darkest evils since my time?"

The villains exchanged thoughtful looks with each other, as if considering the kraken's proposal, before said kraken moved up to them their faces with gleaming eyes. "Join me, my comrades of disharmony, and reclaim what should rightfully be yours. Unless, of course, the lot of you would rather try another half-baked idea of fighting Equestria separately and risk going back to your respected oblivions?"

Upon remembering what they had to suffer due to their defeats, the idea of joining him began to seem much more welcoming, and, now that they thought about, it actual seemed like an idea that could actually work.

Sombra, however, still had concerns with their supposed 'ally' and decided to ask one last question to see if he was trustworthy. "Before we give our answer, just do one thing for us." Undern looked at the black unicorn in confusion but nodded in agreement. "Remove your cloak, and show us you true face."

Undern remained silent for a second, before he spoke again. "Very well." And with that, two tentacles slithered from under his cloak and removed it, revealing the form underneath.

Stood before them was a squid like creature with a faint orange, arrow pointed head with pale red stripes riding up on the front, with two large light blue pearls just above his face. His lower body possessed pale 12 tentacles, covered in suckers underneath with faint purple spots decorating the top of the tentacles, and his face, which was located on his mid-section between the lower body and the head, was covered by two dark indigo rock formations on each side, and a third just above his glowing orange eyes, which looked like a helmet with two small horn stubs on it. There were also has 6 sharp, light pale coral spikes emerging from behind his head and growing from the sides; 3 on each side. But what really caught Everypony's attention were the coloured jewels in the centre of his head, arranged in a star shape of dark blue, crimson red, dark green, dark yellow, and venom green, with a sixth pitch black six-pointed star in the middle of the formation.

Fluttershy turned to the princesses with puffy eyes after the whole crying fit. _"Are those… the Elements you were… talking about, Princess?" _

_"__Unfortunately, yes." _Celestia said as she could still feel the darkness and evil emitting from the dark elements like from the days of old.

_"__Well… they defiantly look… darker." _Rarity said, also feeling the strange yet scary vibe from the evil jewels.

After looking at the figure in front, the villains turned to each other and huddle up and whispered in concealment, while the Changelings just stood back and watched the scene with curiosity. After a while, Undern's eyes lit up like he was smirking, and the villains turned back to face the squid creature, their decision made.

Sombra stepped forward and spoke for the rest on their decision. "Very well, Mr Undern. We accept you alliance on a few conditions."

Undern chuckled darkly, amused by their offer, but decided to humour them. "And they are?"

"Firstly; you are to promise that once Equestria has been conquered, we are allowed to rule an area of our choice." Chrysalis said, taking a step forward.

"Done."

"Secondly; when we want your help, we'll ask first." Aria said as she floated forward.

"Done."

"Thirdly; you are to remain with at least two of us at all times; no back stabbing alone time." Adagio said, floating forward.

"Done."

Tirek stepped forward to deliver the fourth condition. "Fourthly; you are to allow us to do what we please, for we are your partners, not servants."

"Done."

Sonata floated forward to speak, but then stopped with her mouth open and a hoof in the air. "What comes after 'fourthly'?"

"Fifthly." Undern simply answered.

"Oh right. Fifthly; you have to tell us what those things on your head are and what they do." Sonata said.

Undern looked up on his heads at the jewels and remained silent in thought for a while, before answering. "These are my Elements of Disharmony; a counter to the Elements of Harmony for which, I assume, you are familiar with."

The villains looked at each other, knowing that he wasn't telling them everything about them, but decided to get more out of him at a later date.

Finally Sombra spoke their final condition. "You may do what you like with the land of Equestria and its habitants once we succeed, but the Bearers of Harmony and the Princesses, as well as any other pony affiliated with them, are ours to deal with, understood?"

Undern remained silent, before a dark chuckle escaped his throat. "But if the princesses become too much for you to handle on your own, I can, of course, offer assistance, yes?"

"If so ask of you for assistance, yes." Tirek said.

"Done."

Six tentacles then slithered there way and extended themselves before the six villains.

"Deal?" Undern said, waiting for the unanimous answer.

The villains hesitated at first, but then they extended their hands/hoofs to the tentacles, which wrapped around them and shook them.

"Deal." They answered simultaneously.

Undern then retracted his tentacles and looked to each of his new 'partners'. "Well then, ladies and gentlemen, let's get to work; Equestria waits and so those you vengeance."

"What about him?" Sonata asked, motioning her head to the battered and bleeding Discord.

Undern turned to his former student and just remembered he was there. "Ah, yes, him. Well, I have no use for him, and in that condition, neither will Celestia." He then turned to Chrysalis and her Changeling swarm. "I suggest send him back to Canterlot to send a message that a great threat is approaching, and there is nothing they can do to stop it."

"Hmmm, a marvellous idea." Chrysalis said, before turning to her Changelings. "Return him to Canterlot, and make sure that Celestia gets the message right away. Through the window to her throne room should do it."

The Changelings chattered and buzzed as three of them went over to Discord's body and carried away through the forest towards Canterlot. When they were out of view, Sombra looked up at the sky and noticed that the moon was high and the stars were shining, symbolising that it was night.

"I suggest we find a place to rest and regain our magic; we'll have a better chance to conquer Equestria once we're at full strength." He suggested.

"True, our music and throats need after the day." Adagio said, while placing a hoof to her throat.

"Not to mention your ego." Aria said, which made Sonata giggle and earned a glare from Adagio.

"Why don't the three of you find us a place to recover, while I cast an anti-trace spell which should prevent any… other unwanted guests from finding us." Undern explained, motioning to the 'unwanted guests' being Celetisa, Luna or the Bearers of Harmony.

The Sirens looked at each other before nodding and swimming off in the air, out of the forest, with Adagio taking the lead.

As the ponies watched them go, they looked back on what they had witnessed and their stomachs dropped in fear and dread. Discord, one of the most powerful beings in Equestria was beaten to a pulp by a creature that hadn't even reach full strength yet, said creature had brought back the worst evils Equestria has faced and has joined forces with them to conquer it.

Before the ponies could ask how they can leave them memory, a dark voice filled them with dread and shook them to their wits.

"Did you enjoy the show?"

Everypony's heart froze as their heads slowly turned to Undern's form, whose eyes were staring in their direction. Suddenly, the dark presence they felt before returned, making their pupils shrink in fright, and causing their hearts to beat at rapid paces.

_"__C… c… can he… s-see us?" _Rainmbow Dash asked taking a couple steps back as the rage she had before vanished in the presence of the evil creature.

_"__No… he-he must… he must be talking to somepony else."_ Luna said, trying to calm the maelstrom of emotions inside her at the minute.

Fluttershy looked around them to see if he was talking to somepony else, but all she saw were dead trees and… them. _"But princess L-Luna… we're the only ones… h-here…"_

"That you are." Undern said, as he suddenly appeared before the group, standing right in front of Twilight, who, for the first time since Discord's beating, looked up with her shadowed eyes, but the others could clearly see her shaking body was from the fear she felt.

"I know both you and your sister are watching, Celestia." He said, sending a chill down Celestia's spine and filled Luna's heart with ice. "And I can sense that you have the Element Bearers with you." This caused many of the ponies to stare up at Undern with fear and confusion at how he was able to do sense them; Pinkie Pie was so scared and confused a pop and a whiz sounded as her hair and tail deflated and became straight.

"If you are watching this, then I must say…" Undern brought one of his tentacles up above his head and positioned it in their direction, causing them all to look up in fear at the tentacle as they knew what he was going to do.

"I hope to see you again soon." With that, he brought his tentacle straight down.

* * *

><p>A sudden flash and the princesses, ponies and dragon found themselves back in the throne room, with the window shattered, the light of the moon shining through it, and Discord's battered and beaten form lying and bleeding on the ground. Of course, they were more focused with what they had just experienced a while ago.<p>

"What… WHAT THE HAY WAS THAT THING?!" Rainbow said, as her brain struggled to register what she had just witnessed.

"I… I never knew that such a heartless and dreadful creature even existed!" Rarity said in equal shock and fear.

"He… he knew we were… watching…?" Fluttershy said, as he brain finally caught up with her after the fright she had experience by the tentacle swing.

"No… he sensed us, but he… he didn't know if we were watching or listening…" Luna said, her breaths trying to catch up with her after the ordeal.

"Well… that's good news…" Applejack said with her hoof over her heart as she was trying to stop it from jumping out of her chest.

Pinkie Pie just sat on the tiled floor with her still deflated and straight, whimpering in fear like a small child that had been scolded by her parents.

Spike's body was shaking in fear and had his claws buried in Twilight's front leg as he was scared that the tentacle was going to kill them. After seeing where they were, he retracted his claws from Twilight's leg and looked up at her. "Sorry about that, Twilight."

Twilight, however, just stood were she was; not moving, not shaking and her eyes were still shadowed over. Spike was confused and worried that something was wrong with Twilight and tried to nudge her out of it.

Celestia just stood there trying to steady her breathing as the same fear she held deep within her heart from Undern's first attack surfaced once again. Her eyes slowly looked down at Discord, before she fell to her knees and place her head gently on Discord's still form. She shouldn't have sent him alone, she should have gone with him, and now because of her Discord could… he could…

"GUARDS!" Celestia's sudden scream caught everypony of guard, starling the ponies near her including her sister.

Not a second later, a squad of guards came charging in through the doors.

"Your Highness?!" A dark grey unicorn stallion clayed in golden armour said. "What's hap-?"

He stopped mid-sentence as he and guards saw the shattered window and the bleeding spirit of chaos. Needless to say, they were shocked and confused.

"Take Discord to the medical wing, he needs attention!" Celestia ordered, tears falling from her eyes as her hoofs were lying gently on the spirit's form.

The guards didn't budge from their positions for a second as they were still taking in what was before them, with wide eyes and open mouths.

**"****Take Discord to the medical wing, NOW!" **Luna roared in the royal Canterlot voice, snapping the guards out of the daze and quickly saluting before three unicorn stallions ran over to Discord, picked him up with their magic and ran straight out the door to the medical wing.

Soon after, Celestia got up and charged after them, fearing for Discord's safety.

"Sister, wait!" Luna yelled, as she too charged after her sister, worrying about her and her emotions.

"Come on, y'all. Let's go." Applejack said, as she ran after the princesses, followed by Rainbow Dash, Rarity and Pinkie Pie.

Fluttershy was about to follow them, when she noticed Twilight's still form and Spike trying to wake her up and stopped.

"Girls!" Fluttershy yelled, catching the mares' attentions and looked back to see what the problem was. "Something's wrong with Twilight."

"What?!" Rainbow Dash yelled, as she and the others turned around and went back to their still friend.

"She's just not moving, no matter what I say or what I do." Spike said, confused and scared on what has happened to Twilight.

"Did that brute Undern do something to her?" Rarity asked in concern, poking the purple alicorn to get a reaction, sadly to no avail.

Applejack went up to Twilight's face to get a good look at her eyes, but couldn't see with Twilight's hair in the way, which kept her eyes shadowed and concealed.

"Hey Twi," Applejack said, as she placed a hoof on Twilight's hair before moving it aside. "Are you okkKKAAAAAAYYYYYY?!"

Applejack yelled and immediately jumped on her hind legs and fell on her back in fright, starling the others as they came to see what was wrong. They noticed that Applejacks eyes were wide and her mouth was wide trying to take in air.

"T-Twilight?" She said as she stared at her friend's expression, which made their friends turn to it and they yelped in fear and shock at what they saw.

Twilight's eyes were blood shot and puffy from tears, but her pupils were small and unfocused as her mouth hung open slightly, which utter few and weak words that made their friends stare at her with dread.

"H… h…. he…lp… m… m… me…"

* * *

><p><span><em>Next Time: Chapter 3: The Relics of Harmony? Quest to the Outerlands.<em>

_"__That's it, man. It's game over man, Game Over!" Pinkie Pie yelled, as the pressure became too much for her._

_"__The Relics of Harmony?" Twilight said, confused by the name._

_"__The Relics may be our only chance at defeating Undern and saving Equestria." Luna said, her expression betraying no emotion._

_"__The Outerlands is a place where nopony must ever tread; if you go out there, both you and your friends will put at risk, do you still wish to carry the burden of this task?" Celestia asked, wondering if Twilight was having second thoughts about the quest given to her._

_"__Come on, girls." Twilight said to her friends with confidence. "We've got Relics to find and a bad guy to stop."_

_"__Yeah!"_

* * *

><p><strong>And here is chapter 2, sorry for the long wait; with everything that's happened and my driving theory test, I've found it hard to concentrate, plus this is probably one of my longest chapters in the story. <strong>

**I'll try to update the next as soon as I can. Until then, stay tuned.**

**P.S. would it kill ya to send at least one review or comment, I'm getting insulted here.**


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